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In this May 2009 interview, Harvard Business School Professor and SSRN chairman Michael Jensen defines 'integrity', explains how it differs from morality and ethics, and argues that the effects of out-of-integrity behavior are significantly more damaging than most of us believe. He explains that people are not the only ones that can have integrity: objects and systems can have it too - indeed, they can only obtain maximum performance by maintaining integrity. He describes the distinction between the integrity of design, the integrity of implementation and the integrity of use. Reflecting on the 2008-09 finance crisis, the author says that putting the economic system back in order is deceptively simple: "people have to start honoring their word. If they do, trust will materialize almost instantly."

Corporate budgeting is a joke, and everyone knows it. It consumes a huge amount of executives' time, forcing them into endless rounds of dull meetings and tense negotiations. It encourages line managers to lie and cheat, lowballing targets and inflating results. And it turns business decisions into elaborate exercises in gaming. The sad thing is, budget shenanigans have become so embedded in corporate life that they're accepted as business as usual--no matter how destructive they are. The source of the problem is using budget targets to drive managers' compensation. In a traditional pay-for-performance compensation program, a manager earns a hurdle bonus when performance reaches a certain level. The bonus increases with performance until it hits a maximum cap. These "kinks" in the pay-for-performance line create incentives to game the system. When performance approaches the hurdle target, a manager will try to accelerate the realization of revenue and profit. When performance hits the cap, the manager has a strong incentive to push revenue and profit into the next year. To eliminate inducements to game the system, companies should adopt a purely linear pay-for-performance scheme that rewards actual performance, independent of budget targets. A manager receives the same bonus for a given level of performance whether the budget goal happens to be set beneath that level or above it. Severing the link between budgets and bonuses eliminates managers' motivation to lowball targets, and it takes away incentives to move revenues and expenses around when the end of a budget period approaches. Not only does this remove the costs of gaming, it also frees managers from all the time they traditionally had to devote to it.

An example of how policies about budgeting and resource decisions are commonly misallocated is presented.

Supplements the (A) case.

A Houston-based LBO firm makes two petrochemical acquisitions that benefit from improved industry conditions and improved organizational performance. The LBOs generate huge increases in value, creating problems for managers, who have large, undiversified equity holdings. The firm decides to sell one company after a year, and to take the other company public after two. Allows students to examine the causes of organizational change, the difficulties of managing success in closely held LBO companies, and the relative merits of various exit strategies.

Attention to how much CEOs are paid diverts public attention from how they are paid. A statistical analysis of executive compensation concludes that top executives are not receiving record salaries and bonuses; annual changes in executive compensation do not reflect changes in corporate performance; and with respect to pay for performance, CEO compensation is getting worse. Compensation policy not only shapes how top executives behave, it also helps determine the kind of executives an organization attracts. Boards of directors must reform their compensation practices and adopt systems that reward outstanding performance and penalize poor performance.

Wisconsin Central Ltd. is a regional railroad formed in a leveraged buyout, which is currently in default on its loan covenants. The case uses this situation to examine the financial structure of a typical LBO association and its internal control mechanisms and distinct role of the board of directors.

Describes the resolution of the default situation. Further examines the internal control mechanisms and distinct role of the board of directors of a typical LBO association.

Spreadsheet Supplement for case 190062.

The publicly held corporation has outlived its usefulness in many sectors of the economy. New organizations are emerging. Takeovers, leveraged buyouts, and other going-private transactions are manifestations of the change. A central source of waste in the public corporation is the conflict between owners and managers over free cash flow. This conflict helps explain the prominent role of debt in the new organizations. The new organizations' resolution of the conflict explains how they can motivate people and manage resources more effectively than public corporations. McKinsey Award Winner.

Shareholders, who are the most important constituency of the modern corporation because they bear its residual risk, benefit most directly from acquisitions because of the increase in the value of target company shares. Many current criticisms directed at takeover activity are wrong or based on faulty logic. Takeovers protect shareholders from mismanagement of a corporation as they allow alternative management teams to compete for the right to manage the corporation's assets. The takeover market provides a unique, powerful, and impersonal mechanism to accomplish the major restructuring and redeployment of assets continually required by changes in technology and consumer preferences.