kaal:claim:2097160-028

Where rules and regulatory guidance are absent, fiduciary duties are the only constraint on executives, and existing fiduciary duties could prove insufficient to limit opportunism and abuse when the payoff is substantial.

Without rules and regulatory guidance regarding the design and issuance of contingent convertible bonds, SIFI executives may only be curtailed by their fiduciary duties. Existing fiduciary duties could prove insufficient to limit opportunism and abuse if the payoff for executives is substantial.193

Wulf A. Kaal, Contingent Capital in Executive Compensation (2012), V.C Design Features to Avoid Abuse, p. 49
https://ssrn.com/abstract=2097160 · source PDF

Wulf A. Kaal, Contingent Capital in Executive Compensation (2012). SSRN: https://ssrn.com/abstract=2097160

• no rules or regulatory guidance on contingent convertible bond design and issuance
• substantial payoff to executives

failuresupport: arguedfailure: Fiduciary duties insufficient against large payoffsfamily: agency-cost-and-managerial-opportunismcorporate-governance

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