Perspectives on Corporate Governance

Cambridge University Press, 7/30/2010
EAN 9780521458771, ISBN10: 0521458773

Hardcover, 492 pages, 22.8 x 15.2 x 2.8 cm
Language: English

The events that began with the collapse of Enron, WorldCom, Tyco, and Adelphia and continued into the financial crisis of 2008 teach us an important lesson: corporate governance matters. Although it is widely acknowledged that good corporate governance is a linchpin of good corporate performance, how can one improve corporate governance and its impact on corporate and overall economic performance. This book offers a diverse and forward-looking set of approaches from experts, covering the major areas of corporate governance reform and analyzing the full range of issues and concerns. Written to be both theoretically rigorous and grounded in the real world, the book is well suited for practicing lawyers, managers, lawmakers, and analysts, as well as academics conducting research or teaching a wide range of courses in law schools, business schools, and economics departments.

Introduction F. Scott Kieff and Troy A. Paredes
Part I. The Board of Directors and the CEO
1. The trouble with boards Lawrence E. Mitchell
2. Rediscovering board expertise
legal implications of the empirical literature Lawrence A. Cunningham
3. The CEO and the board
on CEO overconfidence and institutionalizing dissent in firms F. Scott Kieff and Troy A. Paredes
Part II. The Why, When, How, and How Much of Executive Pay
4. Pay without performance
overview of the issues Lucian A. Bebchuk and Jesse M. Fried
5. Supersize pay, incentive compatibility, and the volatile shareholder interest William W. Bratton
6. 'Say on pay'
cautionary notes on the UK experience and the case for muddling through Jeffrey N. Gordon
Part III. Constraining Managers and Directors
Investors, Securities Regulation, and the Media
7. Shareholder activism in the Obama era Stephen M. Bainbridge
8. After Dura
causation in fraud-on-the-market actions Merritt B. Fox
9. From boardroom to courtroom to newsroom
the media and the corporate governance scandals Kathleen F. Brickey
Part IV. Delaware Versus Congress
On the Federalization of Corporate Governance
10. How Delaware law can support better corporate governance James D. Cox
11. Federalism versus federalization
preserving the division of responsibility in corporation law E. Norman Veasey, Shawn Pompian and Christine Di Guglielmo
Part V. Comparative Corporate Governance
12. Regulatory differences in bank and capital market regulation Hideki Kanda
13. European corporate governance after five years with Sarbanes–Oxley Rainer Kulms
Epilogue. Three secular trends of corporate law Joel Seligman.