Corporate Governance : A Synthesis of Theory, Research, and Practice

by Baker, H. Kent; Anderson, Ronald

• ISBN13: 9780470499139
• ISBN10: 0470499133
• Format: Hardcover
• Copyright: 2010-10-05
• Publisher: Wiley

Summary

The purpose of this book is to provide a comprehensive view of the shareholder-manager relationship and to examine the current state of governance mechanisms in mitigating the principal-agent conflict. Although this companion reviews some early work on corporate governance, it primarily focuses on research conducted since the 1976 publication of Jensen and Meckling's treatise on the theory of the firm ("Theory of the Firm: Managerial Behavior, Agency Costs and Ownership Structure," Journal of Financial Economics), in which they apply agency theory to the modern corporation and formally model the agency costs of outside equity. The editors will enlist several dozen noted scholars to provide a synthesis of the current state of corporate governance and to give suggestions or predictions about its future direction.

Author Biography

H. KENT BAKER, PHD, CFA, CMA, is University Professor of Finance and Kogod Research Professor at the Kogod School of Business, American University. He has published extensively in leading academic and professional finance journals including the Journal of Finance, Journal of Financial and Quantitative Analysis, Financial Management, Financial Analysts Journal, Journal of Portfolio Management, and Harvard Business Review. Professor Baker is recognized as one of the most prolific authors in finance during the past fifty years. He has consulting and training experience with more than 100 organizations and has been listed in fifteen biographies.

RONALD ANDERSON, PHD, is a Professor of Finance and the Gary Cohn Endowed Research Professor at the Kogod School of Business, American University. He currently serves as the Chair of the Department of Finance and Real Estate. Before earning his PhD, he worked as an engineer and corporate executive for Schlumberger Limited for more than eleven years, holding both domestic and international posts. Professor Anderson has published extensively on the subject of corporate governance in leading journals in finance, management, accounting, and economics.

Table of Contents

Acknowledgments

Background and Perspectives on Corporate Governance

History, Systems, Best Practices, and Empirical Evidence

An Overview of Corporate Governance

The Financial Determinants of American Corporate Governance: A Brief History

Corporate Governance Systems

Corporate Governance Best Practices

What's Wrong with Corporate Governance Best Practices?

The Effect of Corporate Governance on Performance

International Corporate Governance Research

Separation of Ownership and Control

Agency Theory: Incomplete Contracting and Ownership Structure

Theories and Models of Corporate Governance

Unfettered Agents? The Role of Ethics in Corporate Governance

Internal Governance

Boards of Directors

Board Composition and Organization Issues

Board Diversity

Board Subcommittees for Corporate Governance

Compensation, Ownership, and Turnover

Executive Compensation: Incentives and Externalities

Compensation Consultants and Executive Pay

Corporate Governance and Ownership Structure

The Effects of Management Turnover on Firm Performance

External Governance

Nonexecutive Shareholders

CorporateMonitoring by Blockholders

The Governance of Family Firms

Institutional and Other Shareholders

The Politics of Shareholder Activism

Nonequity Stakeholders

Executive Behavior: A Creditor Perspective on Managerial Ownership

Governance of Banking Institutions

Corporate Governance: Nonequity Stakeholders

Proxy Contests and Markets

Proxy Contests

Corporate Takeovers and Restructurings

Corporate Takeovers andWealth Creation

Accounting, Legal, and Regulatory Intervention

Corporate Governance and Accountability

Corporate Governance Rules and Guidelines

Economics Aspects of Corporate Governance and Regulation

Answers to Chapter Discussion Questions

Index

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