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A managing director of international equities for a large public sector pension fund has to decide how the pension fund would vote on ''say for pay.'' Say for pay represents a vote held at the annual general meeting whereby shareholders have an annual and non-binding (thus it has no legal effect on the board or the corporation) opportunity to vote on executive compensation. Such a vote is obligatory in Australia and the United Kingdom and is starting to be practised in the United States. The case introduces students to elements of executive compensation, governance issues with executive compensation, the compensation analysis process, and the business model of investment bank / merchant banks and the use of private equity funds as vehicles to create value and retain value to the general partner and shareholders or the investment bank / merchant bank.