CG EBOOK - C ORPORATE G OVERNANCE Third Edition Robert A.G....

Info iconThis preview shows pages 1–5. Sign up to view the full content.

View Full Document Right Arrow Icon

Info iconThis preview has intentionally blurred sections. Sign up to view the full version.

View Full DocumentRight Arrow Icon

Info iconThis preview has intentionally blurred sections. Sign up to view the full version.

View Full DocumentRight Arrow Icon
This is the end of the preview. Sign up to access the rest of the document.

Unformatted text preview: C ORPORATE G OVERNANCE Third Edition Robert A.G. Monks Nell Minow Contents Cases in Point xiii Acknowledgments xv Introduction 1 1 What Is a Corporation? 8 Definitions 8 Evolution of the Corporate Structure 9 The Purpose of a Corporation 14 Human satisfaction 14 Social structure 14 Efficiency and efficacy 14 Ubiquity and flexibility 15 Identity 15 The Corporation as a “Person” 16 The Corporation as a Complex Adaptive System 16 The Corporation as a “Moral Person” 17 The Corporation in Society 21 The marketplace 22 Future Directions 23 Corporate Power and Corporate Performance 24 Corporate Crime: “Within the Limits of the Law” 31 Probation of corporations 32 Corporations and Government: Co-opting the Market 37 Measuring Performance 42 Balancing Interests 49 Good and Bad Corporations? 54 Equilibrium: The Cadbury Paradigm 58 Measuring Value Enhancement 60 GAAP 60 Market value 67 Earnings per share 68 EVA ® : economic value added 69 Human capital: “It’s not what you own but what you know” 70 Knowledge capital 71 The value of cash 71 Corporate “externalities” 76 Non-economic Considerations in Corporate Management 89 2 Shareholders: Ownership 98 Definitions 98 Early Concepts of Ownership 100 Early Concepts of the Corporation 101 A Dual Heritage: Individual and Corporate “Rights” 102 The Reinvention of the Corporation: Eastern Europe in the 1990s 103 The Evolution of the American Corporation 104 The Essential Elements of the Corporate Structure 107 The Separation of Ownership and Control, Part 1: Berle and Means 110 Fractionated Ownership 115 The Separation of Ownership and Control, Part 2: The Takeover Era 119 Waking the Sleeping Giant 122 A Framework for Participation 126 Ownership and Responsibility 126 No innocent shareholder 127 To Sell or Not To Sell: The Prisoner’s Dilemma 129 Who the Institutional Investors Are 129 Bank trusts 130 Mutual funds 131 Insurance companies 132 Universities and foundations 133 Pension plans 135 The Biggest Pool of Money in the World 135 Pension plans as investors 142 Pension plans as owners 142 Public Pension Funds 144 Economically targeted investments 151 Federal Employee Retirement System 153 TIAA–CREF 155 Private Pension Funds 157 The Sleeping Giant Awakens: Shareholder Proxy Proposals on Governance Issues 161 Focus on the Board 167 SEC’s Proxy Reform 167 Synthesis: Hermes 173 Investing in Activism 174 New Models and New Paradigms 175 The “Ideal Owner” 180 Pension Funds as “Ideal Owners” 184 Is the “Ideal Owner” Enough? 185 3 Directors: Monitoring 195 A Brief History of Anglo-American Boards 197 viii C ONTENTS Today’s Typical Board 197 Size 198 Inside/Outside mix 198 Diversity 198 Meeting frequency 198 Ownership 199 Governance 199 Board Duties: The Legal Framework 200 The Board–Management Relationship 202 Information Flow 203 The year of the corporate scandal 206 The CEO–Chairman 208 Catch 22: The Ex-CEO as Director 210 CEO Succession 211 Director Nomination 212 Director Compensation...
View Full Document

Page1 / 577

CG EBOOK - C ORPORATE G OVERNANCE Third Edition Robert A.G....

This preview shows document pages 1 - 5. Sign up to view the full document.

View Full Document Right Arrow Icon
Ask a homework question - tutors are online