Over the last two decades, the compensation of chief executive officers and other top executives has been one of the most controversial areas of law and corporate governance. Throughout the corporate scandals and financial crises of this period, executive compensation has been the subject of intense scrutiny by shareholders, legislators, regulators, and the media. As a consequence, executive compensation has also been the subject of significant regulatory intervention and most major law firms have established separate practice groups in the area. In this course, we will consider the theories and policies underlying modern executive pay practices and we will study the regulation of executive compensation that has emerged on a number of fronts, including corporate law, securities regulation, federal statutes, and federal income tax law. There are no prerequisites for the course; instead, there will be sufficient background provided in each of the substantive areas of law to lay the foundation for discussion. Students will have the option of either taking a final examination or writing a paper that satisfies the substantial analytic writing requirement.