股东特派董事的金带 "Golden Leash" 特殊薪酬在美国备受争议（英文版）

In the past few years, much attention has been paid to the issue of special compensation arrangements sometimes paid by so-called activist shareholders to their director nominees in proxy fights. Activists claim that these arrangements provide appropriate compensation for insurgent director nominees and are necessary to recruit qualified candidates for board service, particularly in the case of a contested election. Companies argue, however, that the payment of incentive compensation by a sponsoring shareholder establishes a two-tiered compensation structure for the board, creates dissension in the boardroom, and fosters continuing allegiances between the director and the activist shareholder following the election. Further, if the sponsoring shareholder has a short-term investment horizon, these arrangements may incentivize the director nominees to focus on the activists' interests or short-term goals at the expense of long-term value creation for all shareholders. As