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Golden parachute
A golden parachute is an agreement between a company and an employee (usually an upper executive) specifying that the employee will receive certain significant benefits if employment is terminated. These may include severance pay, cash bonuses, stock options, or other benefits. Most definitions specify the employment termination is as a result of a merger or takeover, also known as "change-in-control benefits", but more recently the term has been used to describe perceived excessive CEO (and other executive) severance packages unrelated to change in ownership (also known as a golden handshake).
The first use of the term "golden parachute" is credited to a 1961 attempt by creditors to oust Howard Hughes from control of Trans World Airlines. The creditors provided Charles C. Tillinghast Jr. an employment contract that included a clause that would pay him money if he lost his job.
The use of golden parachutes expanded greatly in the early 1980s in response to the large increase in the number of takeovers and mergers. American executive pay practices were subject to increasing public scrutiny in the 1980s. During the 1980s hostile takeover wave, the practice of using golden parachutes in an executive's compensation package began to spread rapidly. By 1981, some 15% of the 250 largest U.S. corporations had golden parachutes in place.
In Europe the highest "change-in-control benefits" have been for French executives, as of 2006 according to a study by the Hay Group human resource management firm.[citation needed] French executives receive roughly double their combined salary and bonus amounts in their golden parachute.[citation needed]
News reference volume of the term "golden parachute" spiked in late 2008 during the global economic recession, and 2008 US presidential debates. Despite the poor economy, in the two years before 2012 a study by the professional services firm Alvarez & Marsal found a 32% increase in the value of "change-in-control benefits" provided to US executives. In late 2011, USA Today reported several CEO retirement packages in excess of $100 million, "raising eyebrows even among those accustomed to oversized payouts".
In the 1980s, golden parachutes prompted shareholder suits challenging the parachutes' validity, SEC "termination agreement disclosure rules" in 1986, and provisions in the Deficit Reduction Act of 1984 aimed at limiting the size of future parachutes with a special tax on payouts that topped three times annual pay. In the 1990s in the United States, some government efforts were made to diminish "change-in-control benefits". As of 1996, Section 280G of the Internal Revenue Code denies a corporation a deduction for any excess "parachute payment" made to a departing employee, and Section 4999 imposes on the recipient a nondeductible 20% excise tax, in addition to regular income and Social Security taxes.
The 2010 United States Dodd-Frank Act includes in its provisions a mandate for shareholder votes on any future adoption of a golden parachute by publicly traded firms. In Switzerland, a referendum which "would give shareholders the power to veto executive pay plans, including golden parachutes" was put to a vote on March 3, 2013. Voters approved measures limiting CEO pay and outlawing golden parachutes.
One study found golden parachutes associated with an increased likelihood of either receiving an acquisition offer or being acquired, a lower premium (in share price) in case of an acquisition, and higher (unconditional) expected acquisition premiums. It found firms adopting golden parachutes have lower market value compared to assets of the company and that their value continues to decline during and after adopting golden parachutes.
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Golden parachute
A golden parachute is an agreement between a company and an employee (usually an upper executive) specifying that the employee will receive certain significant benefits if employment is terminated. These may include severance pay, cash bonuses, stock options, or other benefits. Most definitions specify the employment termination is as a result of a merger or takeover, also known as "change-in-control benefits", but more recently the term has been used to describe perceived excessive CEO (and other executive) severance packages unrelated to change in ownership (also known as a golden handshake).
The first use of the term "golden parachute" is credited to a 1961 attempt by creditors to oust Howard Hughes from control of Trans World Airlines. The creditors provided Charles C. Tillinghast Jr. an employment contract that included a clause that would pay him money if he lost his job.
The use of golden parachutes expanded greatly in the early 1980s in response to the large increase in the number of takeovers and mergers. American executive pay practices were subject to increasing public scrutiny in the 1980s. During the 1980s hostile takeover wave, the practice of using golden parachutes in an executive's compensation package began to spread rapidly. By 1981, some 15% of the 250 largest U.S. corporations had golden parachutes in place.
In Europe the highest "change-in-control benefits" have been for French executives, as of 2006 according to a study by the Hay Group human resource management firm.[citation needed] French executives receive roughly double their combined salary and bonus amounts in their golden parachute.[citation needed]
News reference volume of the term "golden parachute" spiked in late 2008 during the global economic recession, and 2008 US presidential debates. Despite the poor economy, in the two years before 2012 a study by the professional services firm Alvarez & Marsal found a 32% increase in the value of "change-in-control benefits" provided to US executives. In late 2011, USA Today reported several CEO retirement packages in excess of $100 million, "raising eyebrows even among those accustomed to oversized payouts".
In the 1980s, golden parachutes prompted shareholder suits challenging the parachutes' validity, SEC "termination agreement disclosure rules" in 1986, and provisions in the Deficit Reduction Act of 1984 aimed at limiting the size of future parachutes with a special tax on payouts that topped three times annual pay. In the 1990s in the United States, some government efforts were made to diminish "change-in-control benefits". As of 1996, Section 280G of the Internal Revenue Code denies a corporation a deduction for any excess "parachute payment" made to a departing employee, and Section 4999 imposes on the recipient a nondeductible 20% excise tax, in addition to regular income and Social Security taxes.
The 2010 United States Dodd-Frank Act includes in its provisions a mandate for shareholder votes on any future adoption of a golden parachute by publicly traded firms. In Switzerland, a referendum which "would give shareholders the power to veto executive pay plans, including golden parachutes" was put to a vote on March 3, 2013. Voters approved measures limiting CEO pay and outlawing golden parachutes.
One study found golden parachutes associated with an increased likelihood of either receiving an acquisition offer or being acquired, a lower premium (in share price) in case of an acquisition, and higher (unconditional) expected acquisition premiums. It found firms adopting golden parachutes have lower market value compared to assets of the company and that their value continues to decline during and after adopting golden parachutes.