Say on Pay: A wolf in sheep’s clothing?

This paper debates whether Say on Pay can fix executive pay. We argue that Say on Pay benefits executive pay when shareholders’ voice offsets CEO power and mitigates directors’ information deficiencies. We admonish however that Say on Pay may raise novel problems. The pay resulting from Say on Pay can harm stakeholders whose interests differ from those of shareholders influential in pay- setting. Moreover, boards may resist shareholders’ intervention in pay-setting and, accordingly, manage compensation disclosures to ensure a passing shareholder vote. Consequently, Say on Pay may not only fail to remedy suboptimal pay but also legitimize it