Summary: ''In a business environment that is increasingly volatile, now more than ever, business students must understand the relationships between managers, boards of directors, shareholders and investors. The new edition of this text offers an indispensable guide to the key concepts of corporate governance every student and business professional should know.'' ''It includes more exercises and student questions, penetrating analysis of the latest examples of corporate failure and controversy
, and the lively ''cases in point'' which have characterized previous editions. The fully revised, web-based Instructor Manual is available to adopters, together with a web link to The Corporate Library, the leading independent research firm in the field.''--BOOK JACKET.
Summary: ''In a business environment that is increasingly volatile, now more than ever, business students must understand the relationships between managers, boards of directors, shareholders and investors. The new edition of this text offers an indispensable guide to the key concepts of corporate governance every student and business professional should know.'' ''It includes more exercises and student questions, penetrating analysis of the latest examples of corporate failure and controversy, and the lively ''cases in point'' which have characterized previous editions. The fully revised, web-based Instructor Manual is available to adopters, together with a web link to The Corporate Library, the leading independent research firm in the field.''--BOOK JACKET. ...show less
Edition/Copyright:4TH 08 Cover: Paperback Publisher:Blackwell Publishers Year Published: 2008 International: No
View Table of Contents
AcknowledgementsIntroduction1. What is a Corporation?Evolution of the Corporate StructureThe Purpose of a CorporationHuman satisfactionSocial structureEfficiency and efficacyUbiquity and flexibilityIdentityMetaphor #1: The Corporation as a ''Person ''Metaphor #2: The Corporation as a Complex Adaptive SystemAre Corporate Decisions ''Moral? ''Who can Hold Corporations Accountable?Two Key External Mechanisms for Directing Corporate BehaviorGovernment: Legislation, Regulation, EnforcementWhat does ''Within the Limits of the Law '' Mean?The top 10 Corporate Criminals of the 1990 ''sProbation of corporationsHow can a corporation be sentenced to probation?Securities analyst settlementWhat is the role of shareholders in making this system work?Should shareholders pay the fine? Which ones?Co-opting the Market: Corporations and GovernmentThe Corporation and ElectionsThe Corporation and the LawA Market Test: Measuring PerformanceLong-term vs. short-termCorporate Decision-Making: Whose Interests Does this''Person ''/Adaptive Creature Serve?Measuring Value EnhancementGAAPMarket valueEarnings per shareEVA: economic value addedHuman Capital: ''It ''s not what you own but what you know ''The ''Value Chain ''Knowledge capitalThe value of cashCorporate ''externalities ''Equilibrium: The Cadbury ParadigmQuantifying Non-Traditional Assets and LiabilitiesFuture Directions2. Shareholders: OwnershipDefinitionsEarly Concepts of OwnershipEarly Concepts of the CorporationA Dual Heritage: Individual and Corporate ''Rights ''The Reinvention of the Corporation: Eastern Europe in the 1990sOf Vouches and ValuesThe Evolution of the American CorporationThe Essential Elements of the Corporate StructureThe Separation of Ownership and Control, Part 1: Berle and MeansFractionated OwnershipThe Separation of Ownership and Control, Part 2: The Takeover EraWaking the Sleeping GiantA Framework for Shareholder Monitoring and ResponseOwnership and ResponsibilityNo innocent shareholderTo Sell or Not to Sell: The Prisoner ''s DilemmaWho the Institutional Investors AreBank trustsMutual fundsInsurance companiesUniversities and foundationsPension plansThe Biggest Pool of Money in the WorldPension plans as investorsPension plans as ownersAdvantagesDisadvantagesPublic Pension FundsDivestment initiativesEconomically targeted investmentsAFSCMEProxy accessShareholder approval of summary compensation tableIndependent chairmanBinding majority vote standardSolicitation expensesBoard DeclassificationEquity compensation holding policyPerformance-based restricted stockClimate change risk reportFederal employee retirement systemTIAA-CREFPrivate Pension FundsThe Sleeping Giant Awakens: Shareholder Proxy Proposals onGovernance IssuesFocus on the BoardHedge FundsSynthesis: HermesInvesting in ActivismNew Models and New ParadigmsThe ''Ideal Owner ''Public Policy SubmissionsPension Funds as ''Ideal Owners ''Is the ''Ideal Owner '' Enough?3. Directors: MonitoringA Brief History of Anglo-American BoardsToday ''s Typical BoardSizeInside/Outside mixDiversityMeeting frequency/committeesAudit committeesOwnership/compensationPost S-Ox changesBoard Duties: The Legal FrameworkThe Board-Management RelationshipInformation FlowThe Years of the Corporate ScandalsDirector Information ChecklistThe CEO-ChairmanCatch 22: The Ex-CEO as DirectorCEO SuccessionDirector NominationDirector CompensationInterlocksTime and MoneyThe Director ''s Role in Crisis''Independent '' Outside DirectorsDirector ElectionStaggered boardsConfidential votingImpact of the Takeover Era on the Role of the BoardThe Fiduciary Standard and the Delaware FactorHow did boards respond?Greenmail''Poison pills ''Other anti-takeover devicesFuture DirectionsMajority voting and proxy accessImproving director compensationIncreasing the authority of independent directors''A market for independent directors ''''Designated director ''Board evaluationExecutive session meetingsSuccession planning and strategic planningMarket directors genuinely ''independent ''Involvement by the federal go
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