Perspectives on Corporate Governance

by Edited by F. Scott Kieff , Troy A. Paredes

• ISBN13: 9780521458771
• ISBN10: 0521458773
• Format: Hardcover
• Copyright: 2010-07-30
• Publisher: Cambridge University Press

Summary

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. But although it is now widely acknowledged that good corporate governance is a linchpin of good corporate performance, a significant debate remains over exactly how to improve corporate governance and its impact on corporate and overall economic performance. This book offers a uniquely diverse and forward-looking set of approaches from leading experts, covering the major areas of corporate governance reform and analysing the full range of issues and concerns. This volume offers a host of innovative and original suggestions on how corporate governance can continue to improve. Written to be both theoretically rigorous and grounded in the real world, the book is well suited for practising 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.

Table of Contents

Introduction

The Board of Directors and the CEO

The trouble with boards

Rediscovering board expertise: legal implications of the empirical literature

The CEO and the board: on CEO overconfidence and institutionalizing dissent in firms

The Why, When, How, and How Much of Executive Pay

Pay without performance: overview of the issues

Supersize pay, incentive compatibility, and the volatile shareholder interest

'Say on pay': cautionary notes on the UK experience and the case for muddling through

Constraining Managers and Directors: Investors, Securities Regulation, and the Media

Shareholder activism in the Obama era

After Dura: causation in fraud-on-the-market actions

From boardroom to courtroom to newsroom: the media and the corporate governance scandals

Delaware Versus Congress: On the Federalization of Corporate Governance

How Delaware law can support better corporate governance

Federalism versus federalization: preserving the division of responsibility in corporation law

Comparative Corporate Governance

Regulatory differences in bank and capital market regulation

European corporate governance after five years with Sarbanes-Oxley Rainer Kulms; Epilogue. Three secular trends of corporate law

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