Corporate Governance Includes free CD Rom of the Enron Hearings - 3/e

About the book:

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:

- Analysis of the latest cases of corporate disaster;
- An overview of corporate governance guidelines and codes of practice in developing and emerging markets
- New cases: Adelphia; Arthur Andersen; Tyco Laboratories; Worldcom; Gerstners 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.

Full Contents:

Full Contents Cases In Point
Acknowledgements
Introduction

1. What Is A Corporation?
Definitions
Evolution Of The Corporate Structure
The Purpose Of A Corporation
Human Satisfaction
Social Structure
Efficiency And Efficacy
Ubiquity And Flexibility
Identity
The Corporation As A "Person"
The Corporation As A Complex Adaptive System
The Corporation As A "Moral Person"
The Corporation In Society
The Marketplace
Future Directions
Corporate Power And Corporate Performance
Corporate Crime: "Within The Limits Of The Law"
Probation Of Corporations
Corporations And Government: Co-Opting The Market
Measuring Performance
Balancing Interests
Good And Bad Corporations?
Equilibrium: The Cadbury Paradigm
Measuring Value Enhancement
Gaap
Market Value
Earnings Per Share
Eva®: Economic Value Added
Human Capital: "It’s Not What You Own But What You Know"
Knowledge Capital
The Value Of Cash
Corporate "Externalities"
Non-Economic Considerations In Corporate Management

2. Shareholders: Ownership
Definitions
Early Concepts Of Ownership
Early Concepts Of The Corporation
A Dual Heritage: Individual And Corporate "Rights"
The Re-Invention Of The Corporation: Eastern Europe In The 1990s
The Evolution Of The American Corporation
The Essential Elements Of The Corporate Structure
The Separation Of Ownership And Control, Part 1: Berle And Means
Fractionated Ownership
The Separation Of Ownership And Control, Part 2: The Takeover Era
Waking The Sleeping Giant
A Framework For Participation
Ownership And Responsibility
No Innocent Shareholder
To Sell Or Not To Sell: The Prisoner’s Dilemma
Who The Institutional Investors Are
Bank Trusts
Mutual Funds
Insurance Companies
Universities And Foundations
Pension Plans
The Biggest Pool Of Money In The World
Pension Plans As Investors
Pension Plans As Owners
Public Pension Funds
Economically Targeted Investments
Federal Employee Retirement System
Tiaa-Cref
Private Pension Funds
The Sleeping Giant Awakens: Shareholder Proxy Proposals On Governance Issues
Focus On The Board
Sec’s Proxy Reform
Synthesis: Hermes
Investing In Activism
New Models And New Paradigms
The "Ideal Owner"
Pension Funds As "Ideal Owners"
Is The "Ideal Owner" Enough?

3. Directors: Monitoring
A Brief History Of Anglo-American Boards
Today’s Typical Board
Size
Inside/Outside Mix
Diversity
Meeting Frequency
Ownership
Board Duties: The Legal Framework
The Board-Management Relationship
Information Flow
The Year Of The Corporate Scandal
The Ceo-Chairman
Catch 22: The Ex-Ceo As Director
Ceo Succession
Director Nomination
Director Compensation
Interlocks
Time And Money
The Director’s Role In Crisis
Independent" Outside Directors
Director Election
Staggered Boards
Confidential Voting
Impact Of The Takeover Era On The Role Of The Board
The Fiduciary Standard And The Delaware Factor
How Did Boards Respond?
Greenmail
"Poison Pills"
Other Anti-Takeover Devices
Recommendations For The Future
Improving Director Compensation
Increasing The Authority Of Independent Directors
"A Market For Independent Directors"
"Designated Director"
Splitting The Chairman And Ceo Positions
"Just Vote No"
Audit Committees
Board Evaluation
Executive Session Meetings
Succession Planning And Strategic Planning
Lipton/Lorsch’s "Modest Proposal"
Making Directors Genuinely "Independent"
Involvement By The Federal Government
Involvement By Shareholders

4. Management: Performance
Introduction
What Do We Want From The Ceo?
The Biggest Challenge
Executive Compensation
Stock Options
Restricted Stock
Shareholder Concerns: Several Ways To Pay Day
The "Guaranteed Bonus" - The Ultimate Oxymoron
Deliberate Obfuscation
The Christmas Tree
Compensation Plans That Are Upside And No Downside
Loans
Phony Cuts
Golden Hellos
Transaction Bonuses
Retirement Benefits
Future Directions For Executive Compensation
Ceo Employment Contracts
Gross-Ups
"Deemed" Years Of Service
Cause
Change Of Control
Half Now, Half Later
Employees: Compensation And Ownership
Employee Stock Ownership Plans
Mondragon And Symmetry: Integration Of Employees, Owners, And Directors
Conclusion

5. International Governance
Corporate Governance Has Gone Global
The Triumph Of The Corporation
The Global Company
The Global Investor
The Demands Of Capital
The Triumph Of The Code
Universal Codes
An Investor Perspective
Limits To Convergence
The Asian Financial Crisis, The World Bank And Governance In Emerging Markets
World Bank And G7 Response
Global Corporate Governance Forum
The Developed World
EU
Japan
Corporate Governance Forum Of Japan
Germany
German Governance Code
Earthquake
Future Perfect?
France
French Ownership
Management And Boards: Non State-Owned Companies
Vienot I And Ii
Corporate Governance And Foreign Policy
A Race To The Bottom?
Convergence?

6. Case Studies: Corporations In Crisis
General Motors
General Motors And Pierre Du Pont
General Motors: What Went Wrong?
General Motors And Ross Perot
General Motors After Perot: Smith And Stempel
General Motors: A Postscript
American Express
Time Warner
Sears, Roebuck & Co.
Diversification Strategy: The Fate Of Retail
Sears: A Postscript
Armand Hammer And Occidental Petroleum
Polaroid
Polaroid’s Esop: Delaware Sits In Judgment
Carter Hawley Hale
Hostile Takeover
After The Restructuring
Eastman Kodak
Waste Management Corp.
Gold Into Garbage
Lens And Soros
The Soros Effect
Restructuring
What Went Wrong?
How Was It Solved?
Waste Management: A Postscript
Stone & Webster
Stone & Webster: The Company That Built America
Postscript 2000
Mirror Group/Trinity Mirror
Adelphia
What Happened?
Arthur Andersen
Andersen Consulting
A Conformist Culture
Who Watches The Watchers?
Corporate Governance
Hubris
Tyco (By Robert A. G. Monks)
Worldcom (By Beth Young)
Growth By Acquisition
Worldcom’s Board Of Directors
Worldcom’s Auditor
Case Study: Gerstner’s Pay Package At Ibm
The Anatomy Of A Contract

Appendix: Overview Of Corporate Governance Guidelines And Codes Of Best Practice In Developing And Emerging Markets By Holly J. Gregory
Overview
The Corporate Objective
Board Responsibilities And Job Description
Board Composition
Board Committees
Disclosure Issues
Summary

Index Of Names
Subject Index

Reviews:

"The most comprehensive examination and commentary on corporate governance that I have yet seen ... If I had to choose one book among the dozens available to explain and illumin­ate the complexities of corporate governance, this definitive treatise would be it." Hugh Parker

"Corporate Governance is a lucid and comprehensive introduction to a subject that is of critical importance to anyone interested in business. Everyone, from student, to scholar, to corporate employee, officer, director, or shareholder, will find it valuable." Donald Jacobs, Dean, Kellogg School of Business, Northwestern University

"This is what weve needed - a solid text on corporate governance written by two of the real stars in the field." D. Jeanne Patterson, former Associate Professor of Public and Environmental Affairs, Indiana University

"... a fresh, thoughtful, and timely look at the problem of corporate governance ... a little gem." Joseph A. Grundfest, Professor of Law, Stanford Law School

"Exactly whats needed for MBA students and management professionals." Gordon Clark, Dean, Faculty of Arts, Monash University

"The MBA student seeking real world examples will be well satisfied with this material ... a major strength of the book is the practitioner perspective that the authors bring to the area." Stuart L. Gillan, The University of Texas at Austin

"... authoritative and informative, with some fascinating case vignettes ... A monumental work." Bob Tricker, Editor, Corporate Governance

"... carefully blends economic and legal aspects of corporate governance. Highly recommended for use in seminars on board practices, MBA programs, and corporate governance forums." Cornelis A. de Kluyver, former Dean, School of Business Administration , George Mason University

"Highly useful ... illuminates the current issues facing managers, boards of directors, and shareholders, as well as explaining their respective roles in the corporation."Ira M. Millstein, Weil, Gotshal & Manges; Lester Crown Visiting Faculty Fellow, Yale School of Management

"Provides a strong theoretical framework for the subject. It gives meaning to the important public policy issues by numerous examples, case studies, and policy statements." Professor J. Fred Weston, UCLA

About the Authors :

Robert A.G. Monks and Nell Minow are founders of The Corporate Library, the leading independent research firm dedicated to corporate governance. Formerly, they were principals of the Lens Fund, a vehicle for collective action that used shareholder activism to improve corporate governance -- and shareholder returns in its portfolio companies, and officers of Institutional Shareholder Services, a proxy advisory firm. Monks and Minow have also collaborated on two other books -- ‘Power and Accountability’ (1991) and ‘Watching the Watchers’ (Blackwell Publishing, 1996).

Jeanne Paterson taught at the School of Public and Environmental Affairs, Indiana University , Bloomington for 26 years before retiring in 1998. Her recent publications include a study of board diversity and an analysis of the link between corporate governance and corporate performance, both for The Conference Board. She is now Director of Research for The Corporate Library and divides her time between Annapolis, Maryland and Orrs Island, Maine .