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| Cases in Point | |
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| Preface | |
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| Acknowledgments | |
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| Introduction ��� How to Use this Book | |
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| What is a Corporation? | |
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| Defining the Corporate Structure, Purpose, and Powers | |
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| Evolution of the Corporate Structure | |
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| The Purpose of a Corporation | |
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| Satisfying the human need for ambition, creativity, and meaning | |
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| Social structure | |
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| Efficiency and efficacy | |
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| Ubiquity and flexibility | |
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| Identity | |
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| The Corporation as a "Person" | |
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| The Corporation as a Complex Adaptive System | |
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| Are Corporate Decisions "Moral"? | |
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| Are Corporations Accountable? | |
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| Three Key External Mechanisms for Directing Corporate Behavior: Law, the Market, and Performance Measurement | |
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| Government: legislation, regulation, enforcement | |
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| What Does "Within the Limits of the Law" Mean? | |
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| When and how do you punish a corporation? | |
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| Probation of corporations | |
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| The problem of serial offenders | |
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| Securities analyst settlement | |
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| What is the role of shareholders in making this system work? | |
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| The market: too big to fail | |
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| The corporation and elections | |
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| Citizens united | |
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| The corporation and the law | |
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| A Market Test: Measuring Performance | |
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| Long term versus short term | |
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| Corporate decision making: whose interests does this "person"/adaptive creature serve? | |
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| Another (failed) market test: NGOs | |
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| Measuring value enhancement | |
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| GAAP | |
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| Market value | |
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| Earnings per share | |
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| EVA�“: economic value added | |
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| Human capital: "It���s not what you own but what you know" | |
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| The "value chain" | |
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| Knowledge capital | |
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| The value of cash | |
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| Corporate "externalities" | |
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| Equilibrium: The Cadbury Paradigm | |
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| ESG: Environment, Social Governance ��� A New Way to Analyze Investment Risk and Value | |
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| Quantifying Nontraditional Assets and Liabilities | |
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| Future Directions | |
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| Summary and Discussion Questions | |
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| Notes | |
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| Shareholders: Ownership | |
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| Definitions | |
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| Early Concepts of Ownership | |
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| Early Concepts of the Corporation | |
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| A Dual Heritage: Individual and Corporate "Rights" | |
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| The Reinvention of the Corporation: Eastern Europe in the 1990s | |
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| The Evolution of the American Corporation | |
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| The Essential Elements of the Corporate Structure | |
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| The Mechanics of Shareholder Rights | |
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| The Separation of Ownership and Control, | |
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| Berle and Means | |
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| Fractionated Ownership | |
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| The Separation of Ownership and Control, | |
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| The Takeover Era | |
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| Waking the Sleeping Giant | |
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| A Framework for Shareholder Monitoring and Response | |
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| Ownership and Responsibility | |
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| No innocent shareholder | |
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| To Sell or Not to Sell: The Prisoner���s Dilemma | |
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| Who the Institutional Investors Are | |
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| Bank trusts | |
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| Mutual funds | |
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| Insurance companies | |
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| Universities and foundations | |
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| Executive pay from the consumer side ��� a leading indicator of risk | |
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| Pension plans | |
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| The Biggest Pool of Money in the World | |
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| Pension plans as investors | |
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| Pension plans as owners | |
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| Public Pension Funds | |
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| Divestment initiatives | |
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| Economically targeted investments | |
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| AFSCME | |
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| Federal Employees��� Retirement System | |
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| TIAA���CREF | |
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| Private Pension Funds | |
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| The Sleeping Giant Awakens: Shareholder Proxy Proposals on Governance Issues | |
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| Focus on the Board | |
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| Hedge Funds | |
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| Synthesis: Hermes | |
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| Investing in Activism | |
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| New Models and New Paradigms | |
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| The "Ideal Owner" | |
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| Pension Funds as "Ideal Owners" | |
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| Is the "Ideal Owner" Enough? | |
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| Summary and Discussion Questions | |
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| Notes | |
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| Directors: Monitoring | |
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| A Brief History of Anglo-American Boards | |
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| Who Are They? | |
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| Size | |
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| Term | |
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| Inside/outside mix | |
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| Qualifications | |
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| Who Leads the Board? Splitting the Chairman and CEO and the Rise of the Lead Director | |
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| Agenda | |
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| Minutes | |
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| Diversity | |
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| Meetings | |
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| Communicating with Shareholders | |
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| Special Obligations of Audit Committees | |
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| Ownership/Compensation | |
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| Post-Sarbanes���Oxley Changes | |
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| Board Duties: The Legal Framework | |
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| The Board���s Agenda | |
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| The Evolution of Board Responsibilities: The Takeover Era | |
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| The Fiduciary Standard and the Delaware Factor | |
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| How did boards respond? | |
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| Greenmail | |
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| "Poison pills" | |
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| Other anti-takeover devices | |
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| The Director���s Role in Crisis | |
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| Limits and Obstacles to Board Oversight of Managers | |
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| Information Flow | |
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| Practical Limits: Time and Money | |
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| The Years of Corporate Scandals ��� Boards Begin to Ask for More | |
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| Director Information Checklist | |
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| Who Runs the Board? | |
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| Catch 22: The Ex-CEO as Director | |
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| Director Resignation | |
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| CEO Succession | |
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| Director Nomination | |
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| Limits and Obstacles to Effective Board Oversight by Shareholders | |
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| Carrots: Director Compensation and Incentives | |
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| Sticks, | |
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| Can Investors Ensure or Improve Board Independence by Replacing Directors who Perform Badly or Suing Directors who Fail to Act as Fiduciaries? | |
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| Can Directors be Held Accountable through the Election Process? | |
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| Staggered boards | |
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| Confidential voting | |
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| Sticks, | |
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| Suing for Failure to Protect the Interests of Shareholders ��� Are the Duties of Care and Loyalty Enforceable? | |
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| Future Directions | |
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| Majority voting and proxy access | |
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| Improving director compensation | |
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| Increasing the authority of independent directors | |
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| "A market for independent directors" | |
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| "Designated director" | |
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| Board evaluation | |
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| Executive session meetings | |
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| Succession planning and strategic planning | |
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| Making directors genuinely "independent" | |
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| Involvement by the federal government | |
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| Involvement by shareholders | |
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| Summary and Discussion Questions | |
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| Notes | |
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| Management: Performance | |
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| Introduction | |
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| What Do We Want from the CEO? | |
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| The Biggest Challenge | |
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| Risk Management | |
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| Executive Compensation | |
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| The pay Czar | |
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| Post-meltdown pay | |
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| The Council of Institutional Investors | |
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| Stock Options | |
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| Restricted Stock | |
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| Yes, We Have Good Examples | |
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| Shareholder Concerns: Several Ways to Pay Day | |
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| The "guaranteed bonus" ��� the ultimate oxymoron | |
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| Deliberate obfuscation | |
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| The Christmas tree | |
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| Compensation plans that are all upside and no downside | |
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| Loans | |
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| Accelerated vesting of options | |
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| Manipulation of earnings to support bonuses | |
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| Manipulation of peer groups | |
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| Huge disparity between CEO and other top executives | |
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| Imputed years of service | |
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| Excessive departure packages | |
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| Backdating, bullet-dodging, and spring-loading options | |
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| Phony cuts | |
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| Golden hellos | |
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| Transaction bonuses | |
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| Gross-ups and other perquisites | |
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| Retirement benefits | |
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| Obstacles to restitution when CEOs are overpaid | |
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| Future Directions for Executive Compensation | |
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| CEO Employment Contracts | |
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| Cause | |
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| Change of control | |
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| Half now, half later | |
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| CEO Succession Planning | |
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| Sarbanes���Oxley | |
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| Creation of the Public Company Accounting Oversight Board | |
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| Section 404 | |
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| Other changes | |
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| Dodd���Frank | |
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| Employees: Compensation and Ownership | |
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| Employee Stock Ownership Plans | |
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| Mondragón and Symmetry: Integration of Employees, Owners, and Directors | |
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| Conclusion | |
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| Summary and Discussion Questions | |
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| Notes | |
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| International Corporate Governance | |
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| The Institutional Investor as Proxy for the Public Interest | |
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| Norway in the driver���s seat | |
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| The International Corporate Governance Network | |
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| ICGN: Statement of Principles on Institutional Shareholder Responsibilities | |
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| The Global Corporate Governance Forum | |
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| Sweden | |
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| Canada | |
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| Singapore | |
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| Russia | |
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| Germany | |
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| China | |
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| Japan | |
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| Governance Metrics International (GMI) | |
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| World Bank and G7 Response | |
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| Azerbaijan | |
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| Slovakia | |
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| Jordan | |
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| Thailand | |
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| Poland | |
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| The Global Carbon Project (GCP) | |
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| A Common Framework for Sustainability Reporting | |
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| Towards a Common Language | |
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| Vision | |
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| Summary And Discussion Questions | |
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| Notes | |
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| Afterword: Final Thoughts and Future Directions | |
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| Beyond the Nation State | |
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| Government as Shareholder: The Institutional Investor as Proxy for the Public Interest | |
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| Notes | |
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| Index | |