http://www.loc.gov/mods/v3 http://www.loc.gov/standards/mods/v3/mods-3-2.xsd
In the wake of the recent global financial collapse 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 financial crisis;the reasons for the global scale of the recessionthe failure of international risk managementAn overview of corporate governance guidelines and codes of practice;n.
CORPORATE GOVERNANCE; Contents; Sticks, Part 1: Can Investors Ensure or Improve Board Independence by Replacing Directors who Perform Badly or Suing Directors who Fail to Act as Fiduciaries?; Cases in Point; Preface; Acknowledgments; Introduction -- How to Use this Book; 1. What is a Corporation?; Defining the Corporate Structure, Purpose, and Powers; Evolution of the Corporate Structure; The Purpose of a Corporation; Satisfying the human need for ambition, creativity, and meaning; Social structure; Efficiency and efficacy; Ubiquity and flexibility; Identity.
Metaphor 1: The Corporation as a "Person"Metaphor 2: The Corporation as a Complex Adaptive System; Are Corporate Decisions "Moral"?; Are Corporations Accountable?; Three Key External Mechanisms for Directing Corporate Behavior: Law, the Market, and Performance Measurement; Government: legislation, regulation, enforcement; What Does "Within the Limits of the Law" Mean?; When and how do you punish a corporation?; Probation of corporations; The problem of serial offenders; Securities analyst settlement; What is the role of shareholders in making this system work?; The market: too big to fail.
The corporation and electionsCitizens united; The corporation and the law; A Market Test: Measuring Performance; Long term versus short term; Corporate decision making: whose interests does this "person"/adaptive creature serve?; Another (failed) market test: NGOs; 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"; The "value chain"; Knowledge capital; The value of cash; Corporate "externalities"; Equilibrium: The Cadbury Paradigm.
ESG: Environment, Social Governance -- A New Way to Analyze Investment Risk and ValueQuantifying Nontraditional Assets and Liabilities; Future Directions; Summary and Discussion Questions; Notes; 2. Shareholders: Ownership; Definitions; Early Concepts of Ownership; Early Concepts of the Corporation; A Dual Heritage: Individual and Corporate "Rights"; The Reinvention of the Corporation: Eastern Europe in the 1990s; The Evolution of the American Corporation; The Essential Elements of the Corporate Structure; The Mechanics of Shareholder Rights.
The Separation of Ownership and Control, Part 1: Berle and MeansFractionated Ownership; The Separation of Ownership and Control, Part 2: The Takeover Era; Waking the Sleeping Giant; A Framework for Shareholder Monitoring and Response; 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; Executive pay from the consumer side -- a leading indicator of risk; Pension plans; The Biggest Pool of Money in the World.
Includes bibliographical references and index.