_________________________________________________________________

  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. 19: October 7, 2004
_________________________________________________________________

Publisher:     LSN Employment, Labor, Compensation & Pension Journals
               a division of
               Social Science Electronic Publishing, Inc. (SSEP)
               and Social Science Research Network (SSRN)

Editor:        PAMELA PERUN
               Urban Institute
               Mailto:pamela@planetnow.com

Copyright:     SSEP, Inc. 2004. All rights reserved.

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                      Topic of This Issue:
                         Equity Issues
   ___________________________________________________________


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T A B L E   of   C O N T E N T S
_________________________________________________________________


NEW and FORTHCOMING ARTICLES

"Expensing Isn't the Only Option: Alternatives to the FASB's
 Stock Option Expensing Proposal"
      Journal of Corporation Law, Vol. 30, 2005
     BEN TEMPLIN
        Thomas Jefferson School of Law

WORKING PAPERS

"Do a Firm's Equity Returns Reflect the Risk of Its Pension
 Plan?"
     LI JIN
        Harvard University
        Finance Unit
     ROBERT C. MERTON
        Harvard University
        Finance Unit
        National Bureau of Economic Research (NBER)
     ZVI BODIE
        Boston University
        Department of Finance & Economics


"Bulls, Bears, and Retirement Behavior"
     COURTNEY COILE
        Wellesley College
        Department of Economics
        National Bureau of Economic Research (NBER)
     PHILLIP B. LEVINE
        Wellesley College
        National Bureau of Economic Research (NBER)


"Stealth Compensation Via Retirement Benefits"
     LUCIAN ARYE BEBCHUK
        Harvard Law School
        National Bureau of Economic Research (NBER)
     JESSE M. FRIED
        University of California, Berkeley - School of Law


"Expensing Executive Stock Options: Sorting Out the Issues"
     DON M. CHANCE
        Louisiana State University, Baton Rouge


"Employees' Investment Decisions about Company Stock"
     JAMES J. CHOI
        Harvard University
        Department of Economics
     DAVID I. LAIBSON
        Harvard University
        Department of Economics
        National Bureau of Economic Research (NBER)
     BRIGITTE MADRIAN
        University of Pennsylvania
        The Wharton School
        National Bureau of Economic Research (NBER)
     ANDREW METRICK
        University of Pennsylvania - The Wharton School
        National Bureau of Economic Research (NBER)


"Company Stock, Market Rationality, and Legal Reform"
     SHLOMO BENARTZI
        University of California at Los Angeles
     RICHARD H. THALER
        University of Chicago
        Graduate School of Business
        National Bureau of Economic Research (NBER)
     STEPHEN P. UTKUS
        Vanguard Center for Retirement Research
     CASS R. SUNSTEIN
        University of Chicago Law School


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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
_________________________________________________________________

"Expensing Isn't the Only Option: Alternatives to the FASB's
 Stock Option Expensing Proposal"
      Journal of Corporation Law, Vol. 30, 2005

      BY:  BEN TEMPLIN
              Thomas Jefferson School of Law

Document:  Available from the SSRN Electronic Paper Collection:
           http://papers.ssrn.com/paper.taf?abstract_id=573162

Paper ID:  TJSL Public Law Research Paper No. 04-12

 Contact:  BEN TEMPLIN
   Email:  Mailto:btemplin@tjsl.edu
  Postal:  Thomas Jefferson School of Law
           2121 San Diego Avenue
           San Diego, CA 92110  UNITED STATES
   Phone:  619-297-9700
     Fax:  619-296-4284

ABSTRACT:
 This working paper reviews the arguments for and against the
 Financial Accounting Standard Board's (FASB) proposal to require
 that corporations expense options. It identifies two major goals
 of the proposed rule - 1) clarity in financial statements and 2)
 a reduction of corporate fraud by removing the incentive of
 options. To address these two goals, I adopt a framework of
 Information Reforms v. Rules of the Game Reforms. The article
 starts with a history of FASB Statement No. 123 Accounting for
 Stock-based Compensation and also analyzes the Congressional
 legislation that attempts to block the measure, the Stock Option
 Accounting Reform Act. I review the opinions of leading
 economists on the accuracy of the option valuation schemes
 advocated by the FASB and conclude that the models are too
 easily manipulated to advance the FASB goals of clarity in
 accounting. I conclude that neither the FASB proposed rule nor
 the Congressional legislation advances the goal of clarity in
 financial statements.

 The article suggests alternative measures that would better
 serve the interests of investors. I argue that a more accurate
 solution to the expense problem would be to adopt the IRS method
 for valuing stock options - intrinsic value at date of exercise.
 This accounting method tracks the cash flow out of the
 corporation since it reflects either an actual repurchase of
 shares issued by the company or a lost opportunity cost. In
 addition, I propose that corporations be required to only use
 fully diluted, in-the-money capitalization when computing EPS.
 This measure would address the FASB's concerns that the employee
 is given a valuable equity instrument at date of grant without
 there being a reflection in the company's financials.

 Finally, I review the literature that analyzes the impact of
 the FASB proposal on companies and the economy as a whole. The
 data shows that the FASB measure will not result in a reduction
 of corporate accounting fraud and the measure will result in a
 loss of productivity among American firms that use options to
 incentivize workers. I argue that the FASB proposed rule should
 be considered independent of considerations such as a reduction
 in fraud. The measure should solely be considered as an
 Information Reform, which by its nature is meant to improve the
 clarity of information rather than modify behavior. Modifying
 the behavior of executives who commit fraud or boards of
 directors who make large option grants requires more fundamental
 Rules of the Game Reforms rather than Information Reforms.
 Typical Rules of the Game Reforms would shift the power from
 management and the Board of Directors to shareholders and might
 include restrictions on the sale of executive stock so as to
 better align the interests of shareholders and employees.


JEL Classification: M41, M44, G38, J33
______________________________

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

"Do a Firm's Equity Returns Reflect the Risk of Its Pension
 Plan?"

      BY:  LI JIN
              Harvard University
              Finance Unit
           ROBERT C. MERTON
              Harvard University
              Finance Unit
              National Bureau of Economic Research (NBER)
           ZVI BODIE
              Boston University
              Department of Finance & Economics

Document:  Available from the SSRN Electronic Paper Collection:
           http://papers.ssrn.com/paper.taf?abstract_id=579797

Paper ID:  NBER Working Paper No. W10650
    Date:  July 2004

 Contact:  ROBERT C. MERTON
   Email:  Mailto:rmerton@hbs.edu
  Postal:  Harvard University
           Finance Unit
           Boston, MA 02163  UNITED STATES
   Phone:  617-495-6678
     Fax:  617-496-7357
 Co-Auth:  LI JIN
   Email:  Mailto:ljin@hbs.edu
  Postal:  Harvard University
           Finance Unit
           Boston, MA 02163  UNITED STATES
 Co-Auth:  ZVI BODIE
   Email:  Mailto:zbodie@bu.edu
  Postal:  Boston University
           Department of Finance & Economics
           595 Commonwealth Avenue
           Boston, MA 02215  UNITED STATES

Paper Requests:
 Full-Text downloads are free to persons at institutions that
 subscribe to the NBER Working Paper Series. Other persons can
 download the paper from SSRN for a $5 charge.

ABSTRACT:
 This paper examines the empirical question of whether systematic
 equity risk of U.S. firms as measured by beta from the Capital
 Asset Pricing Model reflects the risk of their pension plans.
 There are a number of reasons to suspect that it might not.
 Chief among them is the opaque set of accounting rules used to
 report pension assets, liabilities, and expenses. Pension plan
 assets and liabilities are off-balance sheet, and are often
 viewed as segregated from the rest of the firm, with its own
 trustees. Pension accounting rules are complicated. Furthermore,
 the role of Pension Benefit Guaranty Corporation further clouds
 the real relation between pension plan risk and firm equity
 risk. The empirical findings in this paper are consistent with
 the hypothesis that equity risk does reflect the risk of the
 firm's pension plan despite arcane accounting rules for
 pensions. This finding is consistent with informational
 efficiency of the capital markets. It also has implications for
 corporate finance practice in the determination of the cost of
 capital for capital budgeting. Standard procedure uses
 de-leveraged equity return betas to infer the cost of capital
 for operating assets. But the de-leveraged betas are not
 adjusted for the risk of the pension assets and liabilities.
 Failure to make this adjustment will typically bias upwards
 estimates of the discount rate for capital budgeting. The
 magnitude of the bias is shown here to be large for a number of
 well-known U.S. companies. This bias can result in positive
 net-present-value projects being rejected.


JEL Classification: G14, G23, G31
______________________________

"Bulls, Bears, and Retirement Behavior"

      BY:  COURTNEY COILE
              Wellesley College
              Department of Economics
              National Bureau of Economic Research (NBER)
           PHILLIP B. LEVINE
              Wellesley College
              National Bureau of Economic Research (NBER)

Document:  Available from the SSRN Electronic Paper Collection:
           http://papers.ssrn.com/paper.taf?abstract_id=593461

Paper ID:  NBER Working Paper No. W10779
    Date:  September 2004

 Contact:  COURTNEY COILE
   Email:  Mailto:CCOILE@WELLESLEY.EDU
  Postal:  Wellesley College
           Department of Economics
           106 Central Street
           Wellesley, MA 02181  UNITED STATES
   Phone:  781-283-2408
     Fax:  781-283-2177
 Co-Auth:  PHILLIP B. LEVINE
   Email:  Mailto:PLEVINE@WELLESLEY.EDU
  Postal:  Wellesley College
           106 Central Street
           Wellesley, MA 02181  UNITED STATES

Paper Requests:
 Full-Text downloads are free to persons at institutions that
 subscribe to the NBER Working Paper Series. Other persons can
 download the paper from SSRN for a $5 charge.

ABSTRACT:
 The historic boom and bust in the stock market over the past
 decade had the potential to significantly alter the retirement
 behavior of older workers. Previous research examining the
 impact of wealth shocks on labor supply supports the
 plausibility of this hypothesis. In this paper, we examine the
 relationship between stock market performance and retirement
 behavior using the Health and Retirement Study (HRS), Current
 Population Survey (CPS), and Survey of Consumer Finances (SCF).
 We first present a descriptive analysis of the wealth holdings
 of older households and simulate the labor supply response among
 stockholders necessary to generate observed patterns in
 retirement. We show that few households have substantial stock
 holdings and that they would have to be extremely responsive to
 market fluctuations to explain observed labor force patterns. We
 then exploit the unique pattern of boom and bust along with
 variation in stock exposure to generate a double
 quasi-experiment, comparing the retirement and labor force
 re-entry patterns over time of those more and less exposed to
 the market. Any difference in behavior that emerged during the
 boom should have reversed itself during the bust. We find no
 evidence that changes in the stock market drive aggregate trends
 in labor supply.


JEL Classification: J14, J26
______________________________

"Stealth Compensation Via Retirement Benefits"

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

Document:  Available from the SSRN Electronic Paper Collection:
           http://papers.ssrn.com/paper.taf?abstract_id=590730

Paper ID:  NBER Working Paper No. W10742
    Date:  September 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
           Berkeley, CA 94720-7200  UNITED STATES

Paper Requests:
 Full-Text downloads are free to persons at institutions that
 subscribe to the NBER Working Paper Series. Other persons can
 download the paper from SSRN for a $5 charge.

ABSTRACT:
 This paper analyzes an important form of 'stealth compensation'
 provided to managers of public companies. We show how boards
 have been able to camouflage large amount of executive
 compensation through the use of retirement benefits and
 payments. Our study highlights the significant role that
 camouflage and stealth compensation play in the design of
 compensation arrangements. Our study also highlights the
 significance of whether information about compensation
 arrangements is not merely publicly available but also
 communicated in a way that is transparent and accessible to
 outsiders.


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

"Expensing Executive Stock Options: Sorting Out the Issues"

      BY:  DON M. CHANCE
              Louisiana State University, Baton Rouge

Document:  Available from the SSRN Electronic Paper Collection:
           http://papers.ssrn.com/paper.taf?abstract_id=590324

    Date:  September 2004

 Contact:  DON M. CHANCE
   Email:  Mailto:dchance@lsu.edu
  Postal:  Louisiana State University, Baton Rouge
           Baton Rouge, LA 70803  UNITED STATES
   Phone:  225-578-0372
     Fax:  225-578-6366

ABSTRACT:
 This paper examines the issues and controversies over the
 question of whether executive stock options should be expensed
 and, if so, how option values should be determined. It
 identifies and clarifies the key questions and surveys and
 synthesizes the academic and trade literature. Illustrations and
 analyses of valuation models are provided. The paper identifies
 several key issues that have received little attention, such as
 whether the value to the executive is the cost to the company,
 how the effects of vesting and forfeiture should be incorporated
 while maintaining consistency with sound valuation theory, and
 whether these options should be marked to market. The paper also
 identifies two areas that have received almost no attention in
 either the practitioner or academic literature. One is the
 effect of taxes on the values of these options. The other is the
 impact, if any, of the influence an executive presumably has on
 the payoff of the option on the executive's willingness to hold
 an undiversified portfolio and what effect this factor has on
 the value of the option.


JEL Classification: G34, G13, J33, M41, H24, M52
______________________________

"Employees' Investment Decisions about Company Stock"

      BY:  JAMES J. CHOI
              Harvard University
              Department of Economics
           DAVID I. LAIBSON
              Harvard University
              Department of Economics
              National Bureau of Economic Research (NBER)
           BRIGITTE MADRIAN
              University of Pennsylvania
              The Wharton School
              National Bureau of Economic Research (NBER)
           ANDREW METRICK
              University of Pennsylvania - The Wharton School
              National Bureau of Economic Research (NBER)

Document:  Available from the SSRN Electronic Paper Collection:
           http://papers.ssrn.com/paper.taf?abstract_id=562513

Paper ID:  Rodney L. White Center for Financial Research Working
           Paper No. 10-04
    Date:  July 2003

 Contact:  ANDREW METRICK
   Email:  Mailto:metrick@wharton.upenn.edu
  Postal:  University of Pennsylvania - The Wharton School
           The Wharton School
           3620 Locust Walk
           Philadelphia, PA 19104  UNITED STATES
   Phone:  (215) 898-4260
     Fax:  (215) 898-6200
 Co-Auth:  JAMES J. CHOI
   Email:  Mailto:JAMES_CHOI@POST.HARVARD.EDU
  Postal:  Harvard University
           Department of Economics
           Room M-14
           Littauer Center
           Cambridge, MA 02138  UNITED STATES
 Co-Auth:  DAVID I. LAIBSON
   Email:  Mailto:dlaibson@harvard.edu
  Postal:  Harvard University
           Department of Economics
           Room M-14
           Littauer Center
           Cambridge, MA 02138  UNITED STATES
 Co-Auth:  BRIGITTE MADRIAN
   Email:  Mailto:bmadrian@wharton.upenn.edu
  Postal:  University of Pennsylvania
           The Wharton School
           3641 Locust Walk
           Philadelphia, PA 19104-6365  UNITED STATES

Paper Requests:
 Contact Elaine Thomas, Rodney L. White Center for Financial
 Research, 3254 Steinberg Hall-Dietrich Hall, The Wharton School,
 University of Pennsylvania, Philadelphia, PA 19104-6367. Phone:
 (215)898-7616. Fax: (215)573-8084. Requestors who are not
 subscribers to the Center's working paper series, not affiliated
 with an academic institution, or members of the Center will be
 charged $25 per paper. Mailto:rlwctr@finance.wharton.upenn.edu

ABSTRACT:
 We study the relationship between past returns on a company's
 stock and the level of investment in that stock by the
 participants in that company's 410(k) plan. Using data on the
 94,191 plan participants, we analyze several different decision
 points: the initial fraction of saving allocated to a company
 stock, the changes in this fraction, and the reallocations of
 portfolio holdings across different asset classes. Like Benartzi
 (2001), we find that high past returns on company stock induce
 participants to allocate more of their contributions to company
 stock. We also find, however, that high returns on company stock
 have the opposite effect on reallocations of portfolio holdings,
 with high returns leading to shifts away from company stock and
 onto other forms of equity. Overall, for company and stock
 decisions, participants in our sample appear to be momentum
 investors when making contribution decisions and contrarian
 investors when making trading decisions.

______________________________

"Company Stock, Market Rationality, and Legal Reform"

      BY:  SHLOMO BENARTZI
              University of California at Los Angeles
           RICHARD H. THALER
              University of Chicago
              Graduate School of Business
              National Bureau of Economic Research (NBER)
           STEPHEN P. UTKUS
              Vanguard Center for Retirement Research
           CASS R. SUNSTEIN
              University of Chicago Law School

Document:  Available from the SSRN Electronic Paper Collection:
           http://papers.ssrn.com/paper.taf?abstract_id=573504

Paper ID:  U Chicago Law & Economics, Olin Working Paper No. 218
    Date:  July 2004

 Contact:  CASS R. SUNSTEIN
   Email:  Mailto:CSUNSTEI@MIDWAY.UCHICAGO.EDU
  Postal:  University of Chicago Law School
           1111 E. 60th St.
           Chicago, IL 60637  UNITED STATES
   Phone:  773-702-9498
     Fax:  773-702-0730
 Co-Auth:  SHLOMO BENARTZI
   Email:  Mailto:sbenartz@ucla.edu
  Postal:  University of California at Los Angeles
           D410 Anderson Complex
           Los Angeles, CA 90095-1481  UNITED STATES
 Co-Auth:  RICHARD H. THALER
   Email:  Mailto:richard.thaler@gsb.uchicago.edu
  Postal:  University of Chicago
           Graduate School of Business
           1101 East 58th Street
           Chicago, IL 60637  UNITED STATES
 Co-Auth:  STEPHEN P. UTKUS
   Email:  Mailto:steve_utkus@vanguard.com
  Postal:  Vanguard Center for Retirement Research
           100 Vanguard Boulevard, J24
           Malvern, PA 19355  UNITED STATES

ABSTRACT:
 Some eleven million 401(k) plan participants take a concentrated
 equity position in their retirement savings account, investing
 more than 20% of the balance in their employer's common stock.
 Yet investing in the stock of one's employer is a risky
 investment on two counts: single securities are riskier than
 diversified portfolios (such as mutual funds), and the
 employee's human capital is typically positively correlated with
 the performance of the company. In the worst-case scenario,
 illustrated by the Enron bankruptcy, workers can lose their jobs
 and much of their retirement wealth simultaneously. For workers
 who expect to work for the company for many years, a dollar of
 company stock can be valued at less than 50 cents to the worker
 after accounting for the risks. But employees still invest
 voluntarily in their employers' stock, and many employers insist
 on making matching contributions in stock, despite the fact that
 a dollar of investment or contribution may be worth only 50
 cents on the dollar. How can competitive labor markets sustain a
 situation in which employers and employees make such a
 fundamental miscalculation? We provide evidence that employees
 underestimate the risk of owning company stock, while employers
 overestimate the benefits associated with employee stock
 ownership relative to its costs. This evidence provides strong
 reasons to consider legal reforms in this domain. We make
 suggestions that would increase employees' freedom of choice and
 improve their welfare, but without imposing significant costs on
 well-meaning but ill-informed employers.