_________________________________________________________________

  E M P L O Y E E   B E N E F I T S ,   C O M P E N S A T I O N
                    &   P E N S I O N   L A W
                  Vol. 5,  No. 11: June 3, 2004
_________________________________________________________________

Publisher:     LSN Employment, Labor, Compensation & Pension Journals
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Editor:        PAMELA PERUN
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T A B L E   of   C O N T E N T S
_________________________________________________________________


NEW and FORTHCOMING ARTICLES

"ERISA At 30: The Decline of Private-Sector Defined Benefit
 Promises and Annuity Payments? What Will It Mean?"
      EBRI Issue Brief, No. 269, May 2004
     JACK VANDERHEI
        Temple University
        Risk Management & Insurance & Actuarial Science
     CRAIG COPELAND
        Employee Benefit Research Institute (EBRI)


"The U.S. Consumption Tax: Evolution, Not Revolution"
      Tax Lawyer, Vol. 57, No. 1, p. 1, 2003
     DANIEL S. GOLDBERG
        University of Maryland
        School of Law

WORKING PAPERS

"Death Spiral or Euthanasia? The Demise of Generous Group Health
 Insurance Coverage"
     MARK V. PAULY
        University of Pennsylvania
        Health Care Systems Department
        National Bureau of Economic Research (NBER)
     OLIVIA S. MITCHELL
        Wharton School
        National Bureau of Economic Research (NBER)
     YUHUI ZENG
        University of Pennsylvania
        Health Care Systems Department


"Social Security and the Evolution of Elderly Poverty"
     GARY V. ENGELHARDT
        Syracuse University
        Center for Policy Research
        Dartmouth College
        Department of Economics
     JONATHAN GRUBER
        Massachusetts Institute of Technology (MIT)
        Department of Economics
        National Bureau of Economic Research (NBER)


"Pay without Performance: The Unfulfilled Promise of Executive
 Compensation, Part I: The Official View and its Limits"
     LUCIAN ARYE BEBCHUK
        Harvard Law School
        National Bureau of Economic Research (NBER)
     JESSE M. FRIED
        University of California, Berkeley
        School of Law (Boalt Hall)


"Corporate Governance, Executive Compensation and Securities
 Litigation"
     ERIC L. TALLEY
        The Law School, University of Southern California
        The RAND Corporation
     GUDRUN JOHNSEN
        Rand Corporation


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EDITORIAL POLICIES
 To provide the broadest coverage of research in Employee
 Benefits, Compensation & Pension Law we do not referee working
 papers. We accept abstracts of working papers in Employee
 Benefits, Compensation & Pension Law whose topics suit the
 coverage of the journal and which are part of the worldwide
 scholarly discourse.


N E W   and   F O R T H C O M I N G   Articles
_________________________________________________________________

"ERISA At 30: The Decline of Private-Sector Defined Benefit
 Promises and Annuity Payments? What Will It Mean?"
      EBRI Issue Brief, No. 269, May 2004

      BY:  JACK VANDERHEI
              Temple University
              Risk Management & Insurance & Actuarial Science
           CRAIG COPELAND
              Employee Benefit Research Institute (EBRI)

Document:  Available from the SSRN Electronic Paper Collection:
           http://papers.ssrn.com/paper.taf?abstract_id=550902

 Contact:  JACK VANDERHEI
   Email:  Mailto:TEMPLE@VANDERHEI.COM
  Postal:  Temple University
           Risk Management & Insurance & Actuarial Science
           489 Ritter Annex
           Fox School of Business and Management
           1301 Cecil B. Moore Ave.
           Philadelphia, PA 19122  UNITED STATES
   Phone:  610-525-6139
     Fax:  435-603-1422
 Co-Auth:  CRAIG COPELAND
   Email:  Mailto:COPELAND@EBRI.ORG
  Postal:  Employee Benefit Research Institute (EBRI)
           Suite 600
           2121 K Street, NW
           Washington, DC 20037-1896  UNITED STATES

ABSTRACT:
 This paper begins with an overview of the private defined
 benefit plan system, with an emphasis on the various types of
 retirement income risk that exist and whether they are addressed
 (and if so, how effectively) by various plan designs. The focus
 then turns to issues concerning sponsoring, funding, and
 providing benefits to participants under the private defined
 benefit system. Pension accounting and its potential impact on
 the plan sponsor's income statement is described first, followed
 by the minimum funding requirements for qualified defined
 benefit plans. Cash balance plans are treated next and the
 available empirical evidence regarding their potential impact on
 plan participants is reviewed. Finally, the paper uses variants
 of the EBRI-ERF Retirement Income Projection Model (RIPM) and
 Retirement Security Projection Model (RSPM) to provide
 quantitative assessments of the future financial security
 implications of various types of moves away from defined benefit
 promises and from annuity payments ("traditional"
 employer-provided pensions) - a long-term trend that has been
 well-documented since the enactment of the Employee Retirement
 Income Security Act (ERISA) in 1974, and which has been
 accelerating in recent years for a variety of reasons. This
 analysis provides preliminary results on the impact of benefit
 accrual freezes for pension plans, modifications to cash balance
 plans, lump-sum distributions of retirement benefits, and
 payment of retirement accumulations as life annuities. Decisions
 are needed on the status of cash balance pension plans,
 permanent funding rules, and interest rates to be used in plan
 calculations, accounting treatment related to using smoothing
 versus mark-to-market for investment returns and interest rates,
 and rules and premiums under Title IV of ERISA and the Pension
 Benefit Guaranty Corporation. Until these kinds of policy
 decisions are made, further erosion of the defined benefit
 system can be expected to continue.


JEL Classification: D31, J14
______________________________

"The U.S. Consumption Tax: Evolution, Not Revolution"
      Tax Lawyer, Vol. 57, No. 1, p. 1, 2003

      BY:  DANIEL S. GOLDBERG
              University of Maryland
              School of Law

Document:  Available from the SSRN Electronic Paper Collection:
           http://papers.ssrn.com/paper.taf?abstract_id=506862

Paper ID:  U of Maryland, Pub Law Research Paper No. 2004-06

 Contact:  DANIEL S. GOLDBERG
   Email:  Mailto:dgoldberg@law.umaryland.edu
  Postal:  University of Maryland
           School of Law
           500 West Baltimore Street
           Baltimore, MD 21201-1786  UNITED STATES
   Phone:  410-706-3871
     Fax:  410-706-4045

ABSTRACT:
 The article expresses the view that the current Internal Revenue
 Code has evolved into a hybrid income tax and consumption tax.
 It begins by explaining the difference between an income tax and
 a consumption tax and provides the backgrounds of the
 alternative forms of consumption tax: (1) consumed income, (2)
 yield exemption, and (3) point-of-sale taxation. Under the
 consumed income tax model of consumption tax, the individual
 taxpayer includes all items of income, both from labor and from
 capital, in its tax base, and then subtracts or deducts the
 portion of that income that he saves or invests. The resulting
 amount represents the portion of his income that he has not
 saved, (i.e., that he has consumed), and is the amount that is
 subject to tax. In that manner, the consumed income tax would
 levy the tax directly on consumption, and would be computed and
 collected at the individual level.

 A similar end result - taxing consumption, but not savings -
 can be achieved without allowing a deduction for new saving or
 investment but rather by permitting the returns from the
 investment to be exempt from tax instead, regardless of whether
 they are consumed or saved. Under certain assumptions this yield
 exemption variation will have the equivalent effect of the
 consumed income model, which taxes the proceeds from the
 investment.

 The article identifies the most important consumption tax
 provisions of the current Internal Revenue Code, which include
 the following: (1) the realization requirement, capital gains,
 dividends, and stepped-up basis at death under section 1014, all
 constituting either complete or partial yield exemption
 provisions; (2) retirement plans, which involve consumed income
 tax provisions because they allow a deduction upon contribution,
 with the exception of the Roth IRA, which is a yield exemption
 provision; (3) section 529 education plans, which provide yield
 exemption for restricted savings dedicated to paying qualified
 education expenses; (4) homeownership, which entails the yield
 exemption benefits of non-taxability of imputed income from the
 use of the home - a benefit similar to the periodic return on
 the investment in the home - and excludability from income of
 all or most of the gain on the sale of the home (for most
 taxpayers), and also involves as a bonus the deductibility of
 the home mortgage interest, subject to statutory limits, and
 real property taxes; (5) business tax incentives, allowing a
 full or partial deduction for expenditures that under income tax
 principles would otherwise have to be capitalized and
 depreciated over their useful life.

 The article reflects on the implications of this evolution in
 the tax law, including that it may no longer be appropriate to
 analyze tax provisions under traditional tax expenditure
 analysis, and concludes that the United States tax system would
 best be described as an income tax/consumption tax hybrid, with
 noticeable movement with each set of income tax code amendments
 to a consumption tax.

______________________________

W O R K I N G   P A P E R   Abstracts
_________________________________________________________________

"Death Spiral or Euthanasia? The Demise of Generous Group Health
 Insurance Coverage"

      BY:  MARK V. PAULY
              University of Pennsylvania
              Health Care Systems Department
              National Bureau of Economic Research (NBER)
           OLIVIA S. MITCHELL
              Wharton School
              National Bureau of Economic Research (NBER)
           YUHUI ZENG
              University of Pennsylvania
              Health Care Systems Department

Document:  Available from the SSRN Electronic Paper Collection:
           http://papers.ssrn.com/paper.taf?abstract_id=541681

Paper ID:  NBER Working Paper No. W10464
    Date:  May 2004

 Contact:  MARK V. PAULY
   Email:  Mailto:pauly@wharton.upenn.edu
  Postal:  University of Pennsylvania
           Health Care Systems Department
           3641 Locust Walk
           Colonial Penn Center
           Philadelphia, PA 19104-6358  UNITED STATES
 Co-Auth:  OLIVIA S. MITCHELL
   Email:  Mailto:mitchelo@wharton.upenn.edu
  Postal:  Wharton School
           Philadelphia, PA 19104-6365  UNITED STATES
 Co-Auth:  YUHUI ZENG
   Email:  Mailto:yuhui72@wharton.upenn.edu
  Postal:  University of Pennsylvania
           Health Care Systems Department
           3641 Locust Walk
           Colonial Penn Center
           Philadelphia, PA 19104-6358  UNITED STATES

Paper Requests:
 Full-Text downloads are available from SSRN Online for $5.

ABSTRACT:
 Employers must determine which sorts of healthcare insurance
 plans to offer employees and also set employee premiums for each
 plan provided. Depending on how they structure the premiums that
 employees pay across different healthcare insurance plans, plan
 sponsors alter the incentives to choose one plan over another.
 If employees know they differ by risk level but premiums do not
 fully reflect these risk differences, this can give rise to a
 so-called "death spiral" due to adverse selection. In this paper
 use longitudinal information from a natural experiment in the
 management of health benefits for a large employer to explore
 the impact of moving from a fixed dollar contribution policy to
 a risk-adjusted employer contribution policy. Our results
 suggest that implementing a significant risk adjustment had no
 discernable effect on adverse selection against the most
 generous indemnity insurance policy. This stands in stark
 contrast to previous studies, which have tended to find large
 impacts. Further analysis suggests that previous studies which
 appeared to detect plans in the throes of a death spiral, may
 instead have been experiencing an inexorable movement away from
 a non-preferred product, one that would have been inefficient
 for almost all workers even in the absence of adverse selection.


JEL Classification: I11, G22
______________________________

"Social Security and the Evolution of Elderly Poverty"

      BY:  GARY V. ENGELHARDT
              Syracuse University
              Center for Policy Research
              Dartmouth College
              Department of Economics
           JONATHAN GRUBER
              Massachusetts Institute of Technology (MIT)
              Department of Economics
              National Bureau of Economic Research (NBER)

Document:  Available from the SSRN Electronic Paper Collection:
           http://papers.ssrn.com/paper.taf?abstract_id=541683

Paper ID:  NBER Working Paper No. W10466
    Date:  May 2004

 Contact:  JONATHAN GRUBER
   Email:  Mailto:gruberj@mit.edu
  Postal:  Massachusetts Institute of Technology (MIT)
           Department of Economics
           Room E52-355
           50 Memorial Drive
           Cambridge, MA 02142  UNITED STATES
   Phone:  617-253-8892
     Fax:  617-253-1330
 Co-Auth:  GARY V. ENGELHARDT
   Email:  Mailto:gvengelh@maxwell.syr.edu
  Postal:  Syracuse University
           Center for Policy Research
           426 Eggers Hall
           Syracuse, NY 13244  UNITED STATES

Paper Requests:
 Full-Text downloads are available from SSRN Online for $5.

ABSTRACT:
 We use data from the March 1968-2001 Current Population Surveys
 to document the evolution of elderly poverty over this time
 period, and to assess the causal role of the Social Security
 program in reducing poverty rates. We develop an instrumental
 variable approach that relies on the large increase in benefits
 for birth cohorts from 1885 through 1916, and the subsequent
 decline and flattening of real benefits growth due to the Social
 Securing 'notch', to estimate of Social Security on elderly
 poverty. Our findings suggest that over all elderly families the
 elasticity of poverty to benefits is roughly unitary. This
 suggests that reductions in Social Security benefits would
 significantly alter the poverty of the elderly.


JEL Classification: I3, H3
______________________________

"Pay without Performance: The Unfulfilled Promise of Executive
 Compensation, Part I: The Official View and its Limits"

      BY:  LUCIAN ARYE BEBCHUK
              Harvard Law School
              National Bureau of Economic Research (NBER)
           JESSE M. FRIED
              University of California, Berkeley
              School of Law (Boalt Hall)

Document:  Available from the SSRN Electronic Paper Collection:
           http://papers.ssrn.com/paper.taf?abstract_id=537783

    Date:  February 2004

 Contact:  LUCIAN ARYE BEBCHUK
   Email:  Mailto:bebchuk@law.harvard.edu
  Postal:  Harvard Law School
           1563 Massachusetts Avenue
           Cambridge, MA 02138  UNITED STATES
   Phone:  617-495-3138
     Fax:  617-496-3119
 Co-Auth:  JESSE M. FRIED
   Email:  Mailto:FRIEDJ@MAIL.LAW.BERKELEY.EDU
  Postal:  University of California, Berkeley
           School of Law (Boalt Hall)
           Boalt Hall
           Berkeley, CA 94720-7200  UNITED STATES

ABSTRACT:
 This paper contains a draft of the introduction and Part I of
 our forthcoming book, Pay without Performance: The Unfulfilled
 Promise of Executive Compensation (Harvard University Press,
 2004). The book provides a detailed account of how structural
 flaws in corporate governance have enabled managers to influence
 their own pay and produced widespread distortions in pay
 arrangements. The book also examines how these flaws and
 distortions can best be addressed.

 Part I of the book critically examines the arm's length
 contracting view, which underlies much of the academic research
 on executive compensation as well as the law's approach to it.
 We show that boards have not been operating at arm's length from
 the executives whose pay they set. While recent reforms can
 improve matters, they cannot be expected to eliminate
 significant deviations from arm's length contracting. We also
 show that the constraints imposed by market forces and
 shareholders' power to intervene are not tight enough to prevent
 such deviations.

 Other parts of the book are also available on the SSRN:
 Part II: Power and Pay, is available at
 http://ssrn.com/abstract=537810.
 Part III: The Decoupling of Pay from Performance, is available
 at http://ssrn.com/abstract=546105.
 Part IV: Going Forward, is available at
 http://ssrn.com/abstract=546107.


JEL Classification: D23, G32, G34, G38, J33, J44, K22, M14
______________________________

"Corporate Governance, Executive Compensation and Securities
 Litigation"

      BY:  ERIC L. TALLEY
              The Law School, University of Southern California
              The RAND Corporation
           GUDRUN JOHNSEN
              Rand Corporation

Document:  Available from the SSRN Electronic Paper Collection:
           http://papers.ssrn.com/paper.taf?abstract_id=536963

Paper ID:  USC Law School, Olin Research Paper No. 04-7; and USC
           CLEO Research Paper No. C04-4
    Date:  May 4, 2004

 Contact:  ERIC L. TALLEY
   Email:  Mailto:etalley@law.usc.edu
  Postal:  The Law School, University of Southern California
           699 Exposition Boulevard
           Los Angeles, CA 90089  UNITED STATES
   Phone:  (213) 740-4792
     Fax:  (213) 740-5502
 Co-Auth:  GUDRUN JOHNSEN
   Email:  Mailto:gudrun@rand.org
  Postal:  Rand Corporation
           1700 Main Street
           P.O. Box 2138
           Santa Monica, CA 90407-2138

ABSTRACT:
 It is generally accepted that good corporate governance,
 executive compensation and the threat of litigation are all
 important mechanisms for incentivizing managers of public
 corporations. While there are significant and robust literatures
 analyzing each of these policy instruments in isolation, their
 mutual relationship and interaction has received somewhat less
 attention. Such neglect is mildly surprising in light of a
 strong intuition that the three devices are structurally related
 to one another (either as complements or substitutes). In this
 paper, we construct an agency cost model of the firm in which
 corporate governance protections, executive compensation levels,
 and litigation incentives are all endogenously determined. We
 then test the predictions of the model using a firm-level data
 set including governance, executive compensation, and securities
 litigation variables. Consistent with our predictions, we find
 governance and compensation to be structural substitutes with
 one another, so that more protective governance structures tend
 to coincide with lower-powered incentives in executive
 contracts. Also consistent with our predictions, we find
 executive compensation and shareholder litigation appear to be
 structural complements to one another, so that higher powered
 incentives tend to catalyze more frequent litigation. In fact,
 we estimate that each 1% increase in the incentive component of
 a CEO's contract predicts 0.3% increase in the likelihood of a
 securities class action and a $3.4 million dollar increase in
 expected settlement costs. In addition, the complementarity of
 executive compensation and litigation allows us to formulate new
 ways to test for the effects of legal reform, such as the
 Private Securities Litigation Reform Act of 1995. The results of
 our preliminary tests appear inconsistent with the claims of the
 statute's proponents that the PSLRA systematically discouraged
 non-meritorious litigation without burdening meritorious claims,
 particularly for firms with relatively low volatility.