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Document Type

Article

Publication Date

Winter 2015

Publication Citation

90 Indiana Law Journal 353 (2015)

Abstract

This Article is the first academic endeavor to analyze the efficacy and transparency of stock ownership policies (SOPs) in U.S. public firms. SOPs generally require managers to hold some of their firms’ stock for the long term. Following the 2008 financial crisis, firms universally adopted these policies and cited them more than any other policy as a key element in their mitigation of risk. However, my analysis of the recent SOPs of S&P 500 CEOs disputes what firms claim about these policies. First, I find that SOPs are extremely ineffectual in making CEOs hold on to their firm’s stock; this is because these policies generally function in a way that allows CEOs to immediately unload virtually all of the stock they own. Second, I show that firms camouflage this weakness in their public filings. I explain why my findings are troubling and I propose a regulatory reform to make SOPs transparent. Transparency can be expected to push boards and shareholders to improve the actual content of these policies.

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