Much empirical evidence is consistent with properly incentivized executives engaging in more tax avoidance. However, other studies provide evidence consistent with tax avoidance facilitating managerial rent extraction. We address these mixed results by reexamining the negative relation between executives' equity compensation and tax avoidance that is concentrated in firms with weaker shareholder rights. We propose this pattern of results is consistent with tax exhaustion theory because tax benefits from equity compensation reduce firms' demand for additional tax avoidance. Further, we draw on evidence suggesting shareholder rights indices are problematic as measures of governance when examining tax avoidance. Our results suggest tax exhaustion is a more compelling explanation for the relation between executives' equity compensation and tax avoidance. Although our analyses do not disprove the notion that managers can use tax avoidance to facilitate rent extraction, they challenge the interpretation of early evidence suggesting this behavior is widespread.