Corporate Governance

Perspectives on Corporate Governance

Edited by F. Scott Kieff · Troy A. Paredes
Cambridge University Press May 2013

Specifications

ISBN-13
9781107653504
Publisher
Cambridge University Press
Publication
May 2013
Format
Paperback , 492 pages
Jurisdiction
International ? Countri(es) for reference only

Details

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

Table of Contents

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

About the Author

F. Scott Kieff
George Washington University, Washington DC

Troy A. Paredes
Washington University, St Louis

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