Corporate Governance Promises Kept, Promises Broken

ISBN-10: 0691148023

ISBN-13: 9780691148021

Edition: 2011

List price: $27.95
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Description: Even in the wake of the biggest financial crash of the postwar era, the United States continues to rely on Securities and Exchange Commission oversight and the Sarbanes-Oxley Act, which set tougher rules for boards, management, and public accounting firms to protect the interests of shareholders. Such reliance is badly misplaced. InCorporate Governance, Jonathan Macey argues that less government regulation--not more--is what's needed to ensure that managers of public companies keep their promises to investors.Macey tells how heightened government oversight has put a stranglehold on what is the best protection against malfeasance by self-serving management: the market itself. Corporate governance, he shows, is about keeping promises to shareholders; failure to do so results in diminished investor confidence, which leads to capital flight and other dire economic consequences. Macey explains the relationship between corporate governance and the various market and nonmarket institutions and mechanisms used to control public corporations; he discusses how nonmarket corporate governance devices such as boards and whistle-blowers are highly susceptible to being co-opted by management and are generally guided more by self-interest and personal greed than by investor interests. In contrast, market-driven mechanisms such as trading and takeovers represent more reliable solutions to the problem of corporate governance. Inefficient regulations are increasingly hampering these important and truly effective corporate controls. Macey examines a variety of possible means of corporate governance, including shareholder voting, hedge funds, and private equity funds.Corporate Governancereveals why the market is the best guardian of shareholder interests.

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Book details

List price: $27.95
Copyright year: 2011
Publisher: Princeton University Press
Publication date: 12/12/2010
Binding: Paperback
Pages: 344
Size: 6.00" wide x 9.00" long x 1.00" tall
Weight: 1.100
Language: English

Preface
Introduction: Corporate Governance as Promise
The Goals of Corporate Governance: The Dominant Role of Equity
Corporate Law and Corporate Governance
Institutions and Mechanisms of Corporate Governance: A Taxonomy
Boards of Directors
Case Studies on Boards of Directors in Corporate Governance
Dissident Directors
Formal External Institutions of Corporate Governance: The Role of the Securities and Exchange Commission, the Stock Exchanges, and the Credit-Rating Agencies
The Market for Corporate Control
Initial Public Offerings and Private Placements
Governance by Litigation: Derivative Lawsuits
Accounting, Accounting Rules, and the Accounting Industry
Quirky Governance: Insider Trading, Short Selling, and Whistle-blowing
Shareholder Voting
The Role of Banks and Other Lenders in Corporate Governance
Hedge Funds and Private Equity
Conclusion
Notes
Index
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