מנגנון להשבת תגמול (Claw-back): תיאוריה, ראיות ומדיניות

The extent of the use of clawback mechanisms that enable corporations to recover incentive-based compensation granted to executives is a topic of heated debate. This topic has become even more significant with the growth in the number of suits filed against corporate executives who serve on public corporations that allegedly committed wrongdoing or were involved in illegal activities.Despite the evident importance of the topic, it has received little attention,if any, from Israeli academic researcher. This article aims to fill this void by offering a positive analysis of the legislative and regulatory framework that applies clawback mechanisms – in Israel and in the US. To this end, it empirically analyzes the different designs of clawback mechanisms adopted by the largest American and Israeli corporations. It then provides recommendations as to the optimal drafting and implementation of clawback mechanisms in public corporations.