Performance-based remuneration theoretically is an effective way of aligning the interests of company management with those of shareholders. However, 'earnings management' is a phenomenon that has been well-documented by accounting researchers. Empirical studies suggest that corporate officers who are subject to performance-based remuneration may manage company accounting figures to improve their remuneration. In a pre-International Financial Reporting Standards context, this work contends that such practices are inconsistent with the duties of loyalty to which these officers are subject, and concludes by identifying a corporate governance role for legal advisers in light of such conduct.