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.
Introduction F. Scott Kieff and Troy A. Paredes; Part I. The Board of Directors and the CEO: 1. The trouble with boards Lawrence E. Mitchell; 2. Rediscovering board expertise: legal implications of the empirical literature Lawrence A. Cunningham; 3. The CEO and the board: on CEO overconfidence and institutionalizing dissent in firms F. Scott Kieff and Troy A. Paredes; Part II. 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; 5. Supersize pay, incentive compatibility, and the volatile shareholder interest William W. Bratton; 6. 'Say on pay': cautionary notes on the UK experience and the case for muddling through Jeffrey N. Gordon; Part III. Constraining Managers and Directors: Investors, Securities Regulation, and the Media: 7. Shareholder activism in the Obama era Stephen M. Bainbridge; 8. After Dura: causation in fraud-on-the-market actions Merritt B. Fox; 9. From boardroom to courtroom to newsroom: the media and the corporate governance scandals Kathleen F. Brickey; Part IV. Delaware Versus Congress: On the Federalization of Corporate Governance: 10. How Delaware law can support better corporate governance James D. Cox; 11. Federalism versus federalization: preserving the division of responsibility in corporation law E. Norman Veasey, Shawn Pompian and Christine Di Guglielmo; Part V. Comparative Corporate Governance: 12. Regulatory differences in bank and capital market regulation Hideki Kanda; 13. European corporate governance after five years with Sarbanes–Oxley Rainer Kulms; Epilogue. Three secular trends of corporate law Joel Seligman.