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本帖最后由 番茄斗斗 于 2009-12-25 19:08 编辑
好词-结构-表达-生词-难句
Rebuttal（反驳;抗辩） statements
The moderator's rebuttal remarks
Oct 23rd 2009 | Adrian Wooldridge
It seems that experts are just as passionate on the subject of executive pay as the general public.
Mr Kaplan argues that the most powerful criticism of executive pay-thatbosses get upside and no downside-is simply false. He points out thatthree of the most maligned bosses in the financial services sector,Vikram Pandit of Citigroup, John Mack of Morgan Stanley and KennethLewis of Bank of America, all lost small fortunes in 2008. CEOs as agroup lost roughly 40% of their wealth in 2008.
Ms Minow argues that her rebuttal is being written by the headlines.Financial service companies are once again paying huge bonuses despitethe fact that their companies have been propped up by public money. Shepoints out that CEOs enjoy the unique privilege of being able toappoint the people who decide their pay. She also reiterates the pointthat there are plenty of devices such as golden parachutes that cannotpossibly be justified by performance.
In his expert evidence Rakesh Khurana tries to focus on fundamentalquestions such as what the purpose of compensation is. He argues thatthe market for CEOs is a highly distorted one because CEOs themselvescan influence the process and performance is hard to measure. Hesuggests that extreme pay differentials can damage companies byattracting the wrong sort of bosses and demotivating the rank and file（普通成员）.He also worries about the legitimacy of the system. One survey suggeststhat only 13% of people trust what CEOs say.
So far the voting is going heavily against the motion. But I wonder howfar this is driven by emotion rather than a reasoned assessment of theevidence. I would urge the participants to pay close attention to thewording of the motion-particularly the key phrases 'one the whole' and'deserve'. We need to focus more on the overall picture, around theworld as well as in the United States, rather than on a fewattention-grabbing anecdotes. And we need to think more closely aboutthe word 'deserve'. Mr Kaplan's best chance of turning the votingaround is to demonstrate that outstanding bosses can boost theperformance of the organisations that they head（引导）, not only earning theirpay but also benefitting workers, shareholders and consumers.
The proposer's rebuttal remarks
Oct 23rd 2009 | Steven N. Kaplan
Nell Minow argues that top executive compensation was a major cause ofthe financial crisis. She bases her conclusion on two "outlier"examples, Angelo Mozillo and Aubrey McClendon, that she calls"anecdotes". The plural of anecdote is data. And the data, that is thepay at a broad sample of financial companies, simply do not support herconclusion. Ironically, neither do her two anecdotes.
Ms Minow makes the following claims. (1) Incentive compensationrewarded top financial executives for the quantity of transactions, notthe quality. (2) Top CEOs, like Mr Mozillo, took large amounts of moneyout of their companies before their companies failed. (3) The CEOs knewthey were making bad investments, but did so anyway because they couldmake more money doing so. (4) CEOs get upside, but no downside. (5) Thepost-meltdown awards create incentives that reward management, butdamage shareholders and everyone else.
These claims are false. As David Yermack of NYU pointed out in a recentpiece in the Wall Street Journal, Vikram Pandit of Citigroup, John Mackof Morgan Stanley and Kenneth Lewis of Bank of America:
"all lost small fortunes in 2008. The 2008 compensation of MessrsPandit, Mack, and Lewis was approximately minus $105 million, minus $40million, and minus $108 million, respectively, after taking account ofthe losses on the stock that each CEO owned in his firm. Other CEOs inthe financial industry had similarly bad years. Kerry Killinger ofWashington Mutual lost more than $25 million before being ousted inSeptember, Kennedy Thompson of Wachovia lost more than $30 millionbefore being fired in June, and Jeffrey Immelt of General Electric lostmore than $60 million ... These CEOs' financial reversals（a change (as of fortune) often for the worse） were part ofa robust system of pay-for-performance widely used by most U.S.companies."
Yermack also points out that James Cayne lost most of hisbillion-dollar fortune when Bear Stearns failed and Richard Fuld ofLehman Brothers lost hundreds of millions of dollars.
The fact is that most financial-company CEOs received the lion's shareof their pay in stock and options. And they kept most of that pay asshares in their companies which they never cashed in. When the crisishit and their stock prices sank, those CEOs lost a large fraction oftheir wealth and, in many cases, their jobs.
As I wrote in my first entry, this is true, in general, of the overallCEO market. CEOs earn a lot and their stock appreciates when theircompanies perform well. CEOs lose large amounts of wealth and theirjobs when their companies perform poorly. It is irresponsible to claimthat CEOs do not bear any downside risk. In 2008, CEOs as a group lostroughly 40% of their wealth.
In direct contradiction to Ms Minow's conclusion, the financial CEOswere compensated in the end for the quality of their transactions. TheCEOs did not take much off the table. The CEOs had a substantial amountof downside risk. In fact, those CEOs would have been much better offif they had not engaged in the transactions they did.
It is worth adding that David Yermack is a noted researcher on CEO paywho studies large samples over long periods. He has written severalarticles highly critical of specific CEO pay practices, like corporatejet usage. Nevertheless, his conclusion on the relation of CEO pay tothe financial crisis is diametrically opposed to Ms Minow's (as is hischaracterisation of the CEO market in general).
A study of CEO incentives in a broader group of financial institutionsduring the crisis by Rudi Fahlenbrach and Rene Stulz of Ohio State (anda former president of the American Finance Association) confirmsYermack's analysis and also clearly refutes Ms Minow's conclusion.
Ironically, even her two anecdotes about Angelo Mozillo of Countrywideand Aubrey McClendon of Chesapeake Energy fail to support her case.
Unlike the other CEOs mentioned above (and most financial-institutionCEOs), Mr Mozillo did manage to sell a lot of his stock. Unfortunatelyfor him, the SEC has charged him with securities fraud and insidertrading. And it is unlikely to lead to a good outcome for him. If foundguilty, he potentially will end up paying three times what he took out.Clearly, he appears to have behaved badly, but he did not get away withit.
As for Mr McClendon, he runs an energy company. How could he possibly have had anything to do with the financial crisis?
The preponderance of the data and, even Ms Minow's "outlier""anecdotes," therefore, fail to provide any evidence that top executivecompensation had much to do with the financial crisis.
Top executive compensation did not cause the financial crisis. Instead,the crisis was caused by loose monetary policy, a global capital glut,over-high leverage （影响力)at investment banks, mandates from Congress toprovide mortgages to people who could not afford them, flawed ratingsfrom the rating agencies and poor incentives at mortgage origination(not the CEO) level. Consistent with this, the financial crisis hasspread to financial institutions in other countries with very differentpay practices.（这一段解释了经济危机的起源，值得参考～～）
The opposition's rebuttal remarks
Oct 23rd 2009 | Nell Minow
The headlines are writing my rebuttal for me.
Goldman Sachs set aside $16.7 billion for compensation and benefits inthe first nine months of 2009, up 46% from a year ago. While its netincome has tripled, its core investment banking business is down 31%.The Toronto Star quotes Goldman'sCFO, David Viniar, using an unforgivable oxymoron(矛盾修辞法) in a conference callwith reporters: "Our competitors are paying people quite well [and are]very willing to pay employees guaranteed bonuses of very high amounts." (emphasis added)
Mr Viniar also showed that he has a very short memory, arguingthat Goldman is operating without any government guarantee, ignoringthe reality of the government guarantee that kept the system going justa year ago.
These bonuses have nothing to do with paying for performance. How muchof Goldman's bouncing back is due to the government's guarantees and thehundreds of billions of dollars it poured into Goldman, Wall Street, andother subsidies and outright welfare payments to the very institutionsthat came close to bringing down the entire economy? Shouldn't theAmerican people expect some sort of discounted calculation of thebonuses that reflect a market-based assessment of performance? Onceagain, Wall Street is all about capitalism when it comes to the upside,but all about socialism when itcomes to the downside, that is, fromeach, according to his ability, to each, whatever he can get away with.
Also this week, we had the testimony of Neil Barofsky, the specialinspector general for the government's financial rescue programme beforethe House Committee on Oversight and Government Reform. The serialoffender AIG has promised$198m in bonus pay to its employees nextMarch, according to the testimony, and there is very little thegovernment or anyone else can do about it. Because the bonus agreementswere entered into before the bailout, the government has no legalauthority to stop them. All Special Master Kenneth Feinberg can do isask the company not to pay the bonuses and rattle his sabre（炫耀武力，吓唬） about thepay he can control going forward, hoping that the threat of clampingdown on（强加） the 25 executives at each of the covered companies he does haveauthority over will be enough of an incentive to force a change. In themeantime, once again,pay is uncoupled from performance. Even thecompany has given up on trying to make that case, relying instead onopportunity costs to justify the bonuses and arguing that these kinds ofpayments are necessary in order to keep the employees from leaving.Based on their past performance and their unwillingness to tie futurepay to genuine measures of sustainable growth, I suggest that the bestchoice for shareholders is to let them leave.
Mr Barofksy gave the committee a Treasury Department report on the lastset of outrageous AIG bonuses. It concluded in part that "Treasuryinvested $40 billionof taxpayer funds in AIG, designed AIG'scontractual executivecompensation restrictions, and helped manage theGovernment's majoritystake in AIG for several months, all withouthaving any detailed information about the scope of AIG's verysubstantial, and verycontroversial, executive compensationobligations." If a private entity had been asked for emergency funds, itis unthinkable that any money would have been advanced withoutestablishing some control overcompensation. There are two reasons forthis. The first is agency costs. Anyone (other than Secretary HenryPaulson, apparently) putting money at risk will want to ensure that itwill not be inappropriately appropriated. The second is the highlikelihood that the previous incentive structure was a significantfactor in the bad decisions and catastrophic risk management thatcreated the need for the funds in thefirst place.
And really, that is all the argument one needs. By definition, theincentive compensation was badly designed, as proved bythe results.However, I will respond to some of the points raised by Professor Kaplan.
First, we disagree on the calculations that support the conclusion thatCEO play has been declining. Our figures,based not on theoretical paybut on realised pay, are as follows.
![]()
Clearly actual pay is the better measure of pay effectiveness. I alsoquestion the validity of the Equilar survey figures. They are based onthe reported total compensation in the summary compensationtable, whichis even further from reality than the "expected pay", as it is just anaccounting cost.
I do not understand why he brings up the net worth of CEOs; that has norelationship whatsoever to their pay, its relationship to performance,or its effectiveness at aligning CEOs' interests with shareholders'.
Second, ProfessorKaplan states, "The typical CEO is paid forperformance. Board sincreasingly fire CEOs for poor performance." Thesecond sentence has no relationship to the first. Boards may fire CEOsfor poor performance, but they pay them boatloads of money for thatperformanceon the way out of the door. Just look at Ken Lewis'sdeparture fromBank of America. Disastrous performance that apparentlyincluded lying(about what else? bonuses) and an unprecedented vote ofno confidence from shareholders that removed him as chairman, may indeedhave caused him to be fired (though the board did not use that term).But his $53mretirement package does not feel like pay for performanceto me.
ProfessorKaplan tries to obscure the point by bringing in law firmpartners,athletes and other highly-paid professionals. Partners in lawfirms are paid according to formulas set by the partnership. As in anyother private firm, there are no agency costs to worry about and theycan do whatever they like. Athletes, movie stars and recording artists,whohave a much greater range and far greater elasticity incompensation,engage in vigorous arm's length negotiations on pay; theirpay is notset by boards they appoint, as CEOs' is.
And it is hard for me to understand how anyone could point to the US orUK government authorising excessive pay as a validation of the system.As noted above, the government has repeatedly failed as regulator or asproviderof capital in curbing outrageously destructive executivecompensation.
Here are seven deadly sins found in executive compensation plans.Eachof them is conclusive evidence that the system is out of whack(运行不正常）.
1. Making up for losses in stock value with other grants of cash or stock.
2. Imputed years of service to increase retirement benefits.
3. Setting the performance goals too low or other phony metrics to trigger bonuses.
4. Dividends on unvested stock.
5. Outrageous departure packages.
6. Stock options that are not performance-based or indexed.
7. Perquisites and gross-ups.
In my next response, I will explain how to do it right.
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扫盲区：
1.golden parachute:A golden parachute is an agreement between a company and anemployee (usually upper executive) specifying that the employee willreceive certain significant benefits if employment is terminated.Sometimes, certain conditions, typically a change in company ownership,must be met, but often the cause of termination is unspecified. Thesebenefits may include severance pay, cash bonuses, stock options, or other benefits. They are designed to reduce perverse incentives—paradoxically (and ironically) they may create them.
2.oxymoron：矛盾修饰法
A rhetorical figure in which incongruous or contradictory terms arecombined, as in a deafening silence and a mournful optimist.
矛盾修饰法：一种把互相矛盾或不调和的词合在一起的修辞手法，如在震耳欲聋的沉默 和 悲伤的乐观
所谓矛盾修辞法(Oxymoron)是指将语义截然相反对立的词语放在一起使用，来揭示某一项事物矛盾性质的一种修辞手法。换言之，它使用两种不相协调，甚至截然相反的特征来形容一项事物，以增强语言感染力。在阅读理解解码过程中，矛盾修辞法可以产生出两种强烈的修辞效果。第一，出人意料。由于两部分语义相互矛盾，合并使用有悖常理，所以矛盾修辞强烈碰撞读者的神经思维，起到意想不到，启发思维的作用，为进一步深化理解奠定了基础。例如英语的cruelkindness,汉语的“真实的谎言”和“甜美的复仇”便是矛盾修辞法的具体表现。读到上述那样的矛盾词语组合读者肯定会有出乎意料的感觉。第二，引人入胜。矛盾词语的冲击会激发读者进一步深化理解的欲望。在仔细推敲这种看似矛盾的语言表达之后，读者会发现矛盾修辞法所表示的语义矛盾不仅符合逻辑，而且使文章更加形象生动，意蕴丰富且深刻。
回到文章的这句话："Our competitors are paying people quite well [and are]very willing to pay employees guaranteed bonuses of very high amounts."
首先Mr Viniar的基调是不认同这样的制度。这从后文的'Mr Viniar also showed that he has a veryshort memory, arguingthat Goldman is operating without any governmentguarantee, ignoringthe reality of the government guarantee that keptthe system going justa year ago."可知
再看这里的competitor与pay quite well and willing to pay的语义截然（后者是肯定，前者自然是相对的）
我的理解是这里的competitor是假想的,即MrViniar调侃说他们的对手可能给了很多的compensastion和benefit，所以GoldmanSachs调高benefit是合理的。这讽刺了goldman sachs不顾公司核心投资的下降，调高benefit的不妥。
3.Wall Street is all about capitalism when it comes to the upside,but all about socialism when itcomes to the downside, that is, fromeach, according to his ability, to each, whatever he can get away with.
这句话有点难理解，联系金融危机以来美国政府将大多数企业国有化，难道是说华尔街在繁华时期施行资本主义，低谷时期施行社会主义？还望经济小牛来解释下～～
没有找到相关的材料，不过看到篇很有意思的文章，链接如下：美国救市是拯救还是摧毁资本主义
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COMMENT：
The proposer and opposition above present us a fierce and excellent argument, as both of them pinpoint the weakness of the statement given from the other side.
According to Kalpan,the performances of the CEO win them various benefit and most of them are stocks,whose profit is close related to the situation of the company. As he illustrates by cases, the myth none-performance-related paying system is busted. In addition, Mr Kalpan question on Nilnow's knowledge about the economic crisis, which is rather linked to the monenary system.
However, Ms Nilnow is more likely to focus on the cases in the contex of the economic crisis. With all shared character, the increasing compensation and lowing income or invement of the quoted companys bring us a tremendous shock. What's more, as she put it, theoretical pay,rather than relised pay, is ridiculous. If this is the case, it's irresponsible to conclude whether the pay has risen or not.
Strong as them claim, flaws are inevitable as well. Ms Nilnow emphasises too much on the current context, while Kalpan is making it obsolutedly right to have the huge exercutive pay. As the debate more likely appear with the advent of the economic crisis and with the arguable leavinig pay, we are obscuring the idea of an CEO. And this in turn brings us into extreme knowledge about it. CEO is taking a great responsibility of a company, as this is for sure, a great exposure is following along with his works. He's being examed every minute and every time, menwhile, his tenure is determined by the stock marcket. Even though there's no comparison between CEO and other professional, we see there's a similarity-talent decides the pay. If one is well-paid, his ability must be appreciated.
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发表于 2009-12-25 09:42:26
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