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The Public Company Transformed

The Public Company Transformed

Author: Brian Cheffins
Publisher: Oxford University Press USA
ISBN: 9780190640323
Published In: November 2018
Format: Hardback
Jurisdiction: U.S. ? Disclaimer:
Countri(es) stated herein are used as reference only

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Description
Contents

Details

For decades, the public company has played a dominant role in the American economy. Since the middle of the 20th century, the nature of the public company has changed considerably.

The transformation has been a fascinating one, marked by scandals, political controversy, wide swings in investor and public sentiment, mismanagement, entrepreneurial verve, noisy corporate "raiders" and various other larger-than-life personalities. Nevertheless, amidst a voluminous literature on corporations, a systematic historical analysis of the changes that have occurred is lacking.

The Public Company Transformed correspondingly analyzes how the public company has been recast from the mid-20th century through to the present day, with particular emphasis on senior corporate executives and the constraints affecting the choices available to them.

The chronological point of departure is the managerial capitalism era, which prevailed in large American corporations following World War II. The book explores managerial capitalism's rise, its 1950s and 1960s heyday, and its fall in the 1970s and 1980s. It describes the American public companies and executives that enjoyed prosperity during the 1990s, and the reversal of fortunes in the 2000s precipitated by corporate scandals and the financial crisis of 2008.

The book also considers the regulation of public companies in detail, and discusses developments in shareholder activism, company boards, chief executives, and concerns about oligopoly. The volume concludes by offering conjectures on the future of the public corporation, and suggests that predictions of the demise of the public company have been exaggerated.

List of Figure
List of Tables
Chapter One: Introduction
The Public Company Transformed — a Brief Chronology
This Book's Contribution
Iconic Public Companies Transformed
AT&T
General Electric
Overview of the Book
Chapter Two: Managerial Capitalism
Key Features
The Rise of Managerial Capitalism
Financial Capitalism Emerges
Financial Capitalism in Retreat
When Did Ownership Separate From Control in Large Public Companies?
Why Did Ownership Separate from Control?
Managerial Capitalism in Operation
The "Core Fissure" in US Corporate Governance
How Much "Personal Gain"?
Other Goals?
What Constrained Management?
Internal Constraints
External Constraints
Chapter Three — The 1970s: Managerial Capitalism Sustained But "Something Happened"
Continuity and Change
Were the Public Company's Days Numbered?
Managerial Capitalism Falters
American Management Falling Behind?
The Conglomerate Crack-Up
Illicit Payments
Internal Constraints
Shareholders
Boards
External Constraints
Regulation
Unions
Competitors
The Market for Corporate Control
Chapter Four — The 1980s: Managerial Capitalism Taken Over
Don't Just Manage - Lead!
The Deal Decade
Takeovers
Leveraged Buyouts
End of an Era
Internal Constraints
Boards
Shareholders
External Constraints
Regulation
Unions
Competitors
The Public Company Executive in Transition
Chapter Five — The 1990s: Gloom to Euphoria and Back
From Stagnation to Overdrive to Hangover
America Falling Behind?
Rallying
Overdrive
Hangover
Internal Constraints
A Governance Vacuum
Boards
Shareholders
External Constraints
Unions
Regulation
Competitors
The CEO as Corporate Icon
Chapter Six: The 2000s: The Decade From Hell
Changing Circumstances for the Public Company
The Public Company's Challenges
Corporate Scandals
SOX
Private Equity
The Financial Crisis
Internal Constraints
Boards
Shareholders
External Constraints
The Market for Corporate Control
Unions
Regulation
Competitors
The Retreat of the Iconic Chief Executive
Banks, Their "Free Pass" and the Financial Crisis
Chapter Seven: The Future of the Public Company
Extinction of the Public Company?
What's New?
Private Equity
Unicorns and IPOs
The Public Company Retains Center Stage
The End of the Berle-Means Corporation?
Internal Constraints
Boards
Shareholders
External Constraints
Unions
Regulation
Competitors
What Does the Future Hold for Public Company Executives?
CEO/Founders
Return of the Imperial CEO?
Embattled?
Managerial Capitalism Redux?
Index