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Perspectives on Corporate Governance

Perspectives on Corporate Governance

Author: F. Scott Kieff; Troy A. Paredes
Publisher: Cambridge University Press
ISBN: 9781107653504
Published In: May 2013
Format: Paperback , 492 pages
Jurisdiction: International ? Disclaimer:
Countri(es) stated herein are used as reference only

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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.

• Offers diverse perspectives on key practical and theoretical insights for improving governance over the inner workings of corporations

• Chapters are both theoretically rigorous and grounded in the real world

• Well suited for a range of courses in law schools, business schools, and in economics departments at advanced and graduate level

Contributors	vii
Acknowledgments and Dedication	ix
Introduction F. Scott Kieff and Troy A. Paredes	1
Part One. The Board of Directors and the CEO
1 The Trouble with Boards Lawrence E. Mitchell	17
2 Rediscovering Board Expertise: Legal Implications of the Empirical Literature Lawrence A. Cunningham	62
3 The CEO and the Board: On CEO Overconfidence and Institutionalizing Dissent in Firms F. Scott Kieff and Troy A. Paredes	96
Part Two. 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	117
5 Supersize Pay, Incentive Compatibility, and the Volatile Shareholder Interest William W. Bratton	150
6 “Say on Pay”: Cautionary Notes on the U.K. Experience and the Case for Muddling Through Jeffrey N. Gordon	189
Part Three.Constraining Managers and Directors: Investors, Securities Regulation, and the Media
7 Shareholder Activism in the Obama Era Stephen M. Bainbridge	217
8 After Dura: Causation in Fraud-on-the-Market Actions Merritt B. Fox	235
9 From Boardroom to Courtroom to Newsroom: The Media and the Corporate Governance Scandals Kathleen F. Brickey	293
Part Four.Delaware Versus Congress: On the Federalization of Corporate Governance
10 How Delaware Law Can Support Better Corporate Governance James D. Cox	335
11 Federalism versus Federalization: Preserving the Division of Responsibility in Corporation Law E. Norman Veasey, Shawn Pompian, and Christine Di Guglielmo	351
Part Five.Comparative Corporate Governance
12 Regulatory Differences in Bank and Capital Market Regulation Hideki Kanda	399
13 European Corporate Governance After Five Years with Sarbanes-Oxley Rainer Kulms	413
Epilogue: Three Secular Trends of Corporate Law Joel Seligman	459
Index	467