Corporate Governance, 3rd Edition,9781405116985

Corporate Governance, 3rd Edition

by ;
Edition: 3rd
ISBN13: 9781405116985
ISBN10: 1405116986
Format: Paperback
Pub. Date: 2003-12-01
Publisher(s): Wiley
List Price: $90.90

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Summary

In the wake of the recent dramatic series of corporate meltdowns: Enron; Tyco; Adelphia; WorldCom; the timely new edition of this successful text provides students and business professionals with a welcome update of the key issues facing managers, boards of directors, investors, and shareholders. In addition to its authoritative overview of the history, the myth and the reality of corporate governance, this new edition has been updated to include: bull; bull;analysis of the latest cases of corporate disaster; bull;An overview of corporate governance guidelines and codes of practice in developing and emerging markets bull;new cases: Adelphia; Arthur Andersen; Tyco Laboratories; Worldcom; Gerstner's pay packet at IBM Once again in the new edition of their textbook, Robert A. G. Monks and Nell Minow show clearly the role of corporate governance in making sure the right questions are asked and the necessary checks and balances in place to protect the long-term, sustainable value of the enterprise. A CD-ROM containing a comprehensive case study of the Enron collapse, complete with senate hearings and video footage, accompanies the text. Further lecturer resources and links are available at www.blackwellpublishing.com/monks

Author Biography

Nell Minow is cofounder of The Corporate Library, the leading independent research firm dedicated to corporate governance.

Table of Contents

Cases in Point xiii
Acknowledgments xv
Introduction 1(7)
What Is a Corporation?
8(90)
Definitions
8(1)
Evolution of the Corporate Structure
9(5)
The Purpose of a Corporation
14(2)
Human satisfaction
14(1)
Social structure
14(1)
Efficiency and efficacy
14(1)
Ubiquity and flexibility
15(1)
Identity
15(1)
The Corporation as a ``Person''
16(1)
The Corporation as a Complex Adaptive System
16(1)
The Corporation as a ``Moral Person''
17(4)
The Corporation in Society
21(2)
The marketplace
22(1)
Future Directions
23(1)
Corporate Power and Corporate Performance
24(7)
Corporate Crime: ``Within the Limits of the Law''
31(6)
Probation of corporations
32(5)
Corporations and Government: Co-opting the Market
37(5)
Measuring Performance
42(7)
Balancing Interests
49(5)
Good and Bad Corporations?
54(4)
Equilibrium: The Cadbury Paradigm
58(2)
Measuring Value Enhancement
60(29)
Gaap
60(7)
Market value
67(1)
Earnings per share
68(1)
EVA®: economic value added
69(1)
Human capital: ``It's not what you own but what you know''
70(1)
Knowledge capital
71(1)
The value of cash
71(5)
Corporate ``externalities''
76(13)
Non-economic Considerations in Corporate Management
89(9)
Shareholders: Ownership
98(97)
Definitions
98(2)
Early Concepts of Ownership
100(1)
Early Concepts of the Corporation
101(1)
A Dual Heritage: Individual and Corporate ``Rights''
102(1)
The Reinvention of the Corporation: Eastern Europe in the 1990s
103(1)
The Evolution of the American Corporation
104(3)
The Essential Elements of the Corporate Structure
107(3)
The Separation of Ownership and Control, Part 1: Berle and Means
110(5)
Fractionated Ownership
115(4)
The Separation of Ownership and Control, Part 2: The Takeover Era
119(3)
Waking the Sleeping Giant
122(4)
A Framework for Participation
126(1)
Ownership and Responsibility
126(3)
No innocent shareholder
127(2)
To Sell or Not To Sell: The Prisoner's Dilemma
129(1)
Who the Institutional Investors Are
129(6)
Bank trusts
130(1)
Mutual funds
131(1)
Insurance companies
132(1)
Universities and foundations
133(2)
Pension plans
135(1)
The Biggest Pool of Money in the World
135(9)
Pension plans as investors
142(1)
Pension plans as owners
142(2)
Public Pension Funds
144(11)
Economically targeted investments
151(2)
Federal Employee Retirement System
153(2)
TIAA-CREF
155(2)
Private Pension Funds
157(4)
The Sleeping Giant Awakens: Shareholder Proxy Proposals on Governance Issues
161(6)
Focus on the Board
167(1)
SEC's Proxy Reform
167(6)
Synthesis: Hermes
173(1)
Investing in Activism
174(1)
New Models and New Paradigms
175(5)
The ``Ideal Owner''
180(4)
Pension Funds as ``Ideal Owners''
184(1)
Is the ``Ideal Owner'' Enough?
185(10)
Directors: Monitoring
195(59)
A Brief History of Anglo-American Boards
197(1)
Today's Typical Board
197(3)
Size
198(1)
Inside/Outside mix
198(1)
Diversity
198(1)
Meeting frequency
198(1)
Ownership
199(1)
Governance
199(1)
Board Duties: The Legal Framework
200(2)
The Board-Management Relationship
202(1)
Information Flow
203(5)
The year of the corporate scandal
206(2)
The CEO-Chairman
208(2)
Catch 22: The Ex-CEO as Director
210(1)
CEO Succession
211(1)
Director Nomination
212(9)
Director Compensation
221(4)
Interlocks
223(1)
Time and money
224(1)
The Director's Role in Crisis
225(2)
``Independent'' Outside Directors
227(3)
Director Election
230(2)
Staggered boards
231(1)
Confidential voting
231(1)
Impact of the Takeover Era on the Role of the Board
232(1)
The Fiduciary Standard and the Delaware Factor
233(6)
How did boards respond?
235(1)
Greenmail
236(1)
``Poison pills''
236(2)
Other anti-takeover devices
238(1)
Recommendations for the Future
239(9)
Improving director compensation
239(1)
Increasing the authority of independent directors
240(1)
``A market for independent directors''
241(1)
``Designated director''
242(1)
Splitting the chairman and CEO positions
242(1)
``Just vote no''
242(1)
Audit committees
243(1)
Board evaluation
243(1)
Executive session meetings
244(1)
Succession planning and strategic planning
244(1)
Lipton/Lorsch's ``Modest Proposal''
244(2)
Making directors genuinely ``independent''
246(1)
Involvement by the federal government
247(1)
Involvement by shareholders
247(1)
The Sarbanes-Oxley Legislation
248(6)
Management: Performance
254(41)
Introduction
254(3)
What Do We Want from the CEO?
257(1)
The Biggest Challenge
258(4)
Executive Compensation
262(4)
Stock Options
266(4)
Restricted Stock
270(1)
Shareholder Concerns: Several Ways to Pay Day
271(3)
The ``guaranteed bonus'' - the ultimate oxymoron
271(1)
Deliberate obfuscation
271(1)
The Christmas tree
272(1)
Compensation plans that are upside and no downside
272(1)
Loans
272(1)
Phony cuts
273(1)
Golden Hellos
273(1)
Transaction bonuses
273(1)
Retirement benefits
273(1)
Future Directions for Executive Compensation
274(1)
CEO Employment Contracts
275(3)
Gross-ups
276(1)
``Deemed'' years of service
276(1)
Cause
277(1)
Change of control
277(1)
Half now, half later
278(1)
Employees: Compensation and Ownership
278(5)
Employee Stock Ownership Plans
283(3)
Mondragon and Symmetry: Integration of Employees, Owners, and Directors
286(6)
Conclusion
292(3)
International Governance
295(48)
Corporate Governance has Gone Global
295(9)
The triumph of the corporation
295(1)
The global company
296(1)
The global investor
296(1)
The demands of capital
297(1)
The triumph of the code
297(1)
Universal codes
298(1)
An investor perspective
299(5)
Limits to Convergence
304(1)
The Asian Financial Crisis, the World Bank and Governance in Emerging Markets
305(5)
World Bank and G7 Response
306(4)
Global Corporate Governance Forum
310(2)
The Developed World
312(1)
The European Union
312(1)
Japan
313(8)
Corporate Governance Forum of Japan
318(3)
Germany
321(12)
German governance code
322(2)
Earthquake
324(2)
Future perfect?
326(7)
France
333(5)
French ownership
333(1)
Management and boards: Non-state-owned companies
334(1)
Vienot I and II
334(4)
Corporate Governance and Foreign Policy
338(1)
A Race to the Bottom?
339(1)
Convergence?
340(3)
Case Studies: Corporations in Crisis
343(187)
General Motors
344(39)
General Motors and Pierre du Pont
344(3)
General Motors: What Went Wrong?
347(19)
General Motors and Ross Perot
366(5)
General Motors after Perot: Smith and Stempel
371(7)
General Motors: A Postscript
378(5)
American Express
383(12)
Time Warner
395(12)
Sears, Roebuck & Co.
407(11)
Diversification Strategy: The Fate of Retail
407(9)
Sears: A Postscript
416(2)
Armand Hammer and Occidental Petroleum
418(4)
Polaroid
422(11)
Polaroid's ESOP: Delaware Sits in Judgment
424(9)
Carter Hawley Hale
433(11)
Hostile Takeover
433(8)
After the Restructuring
441(3)
Eastman Kodak
444(4)
Waste Management Corp.
448(19)
Gold into Garbage
449(1)
Lens and Soros
450(4)
The Soros Effect
454(1)
Restructuring
455(8)
What Went Wrong?
463(1)
How Was It Solved?
463(1)
Waste Management: A Postscript
464(3)
Stone & Webster
467(13)
Stone & Webster: The Company that Built America
467(12)
Postscript
479(1)
Mirror Group/Trnity Mirror
480(9)
January 1999
482(1)
July 1999
483(1)
September 2000
484(1)
June 2001
485(1)
February 2002
485(1)
September 2002
486(3)
Adelphia
489(5)
What happened?
492(2)
Arthur Andersen
494(7)
Andersen Consulting
495(2)
A Conformist Culture
497(1)
Who Watches the Watchers?
497(1)
Corporate Governance
498(1)
Hubris
499(2)
Tyco (by Robert A.G. Monks)
501(6)
WorldCom (by Beth Young)
507(5)
Growth By Acquisition
508(1)
WorldCom's Board of Directors
509(1)
WorldCom's Auditor
510(2)
Gerstner's Pay Package at IBM (by Paul Hodgson)
512(12)
The Anatomy of a Contract
512(12)
Premier Oil: Shareholder Value, Governance, and Social Issues
524(6)
Appendix: Overview of Corporate Governance Guidelines and Codes of Best Practice in Developing and Emerging Markets
530(9)
Holly J. Gregory
Overview
531(1)
The Corporate Objective
532(1)
Board Responsibilities and Job Description
533(1)
Board Composition
533(3)
Board Committees
536(1)
Disclosure Issues
537(1)
Summary
537(2)
Index 539

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