Perspectives on Corporate GovernanceF. Scott Kieff, Troy A. Paredes The events that began with the collapse of Enron, WorldCom, Tyco, and Adelphia and continued into the financial crisis of 2008 teach us an important lesson: corporate governance matters. Although it is widely acknowledged that good corporate governance is a linchpin of good corporate performance, how can one improve corporate governance and its impact on corporate and overall economic performance. This book offers a diverse and forward-looking set of approaches from experts, covering the major areas of corporate governance reform and analyzing the full range of issues and concerns. Written to be both theoretically rigorous and grounded in the real world, the book is well suited for practicing lawyers, managers, lawmakers, and analysts, as well as academics conducting research or teaching a wide range of courses in law schools, business schools, and economics departments. |
Contents
| 15 | |
Legal Implications | 62 |
On CEO Overconfidence | 96 |
part two the why when how and how much | 115 |
Supersize Pay Incentive Compatibility and | 150 |
Cautionary Notes on the U K Experience | 189 |
Causation in FraudontheMarket Actions | 235 |
The Media | 293 |
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Common terms and phrases
accounting action arm’s-length audit committee bank Bebchuk benefits board of directors business judgment rule capital market Charles McCreevy Company Law company’s conflict conservatism corporate governance corporate law costs decision defendants defined definition devil’s advocate disclosure Disney Dura earnings management Econ economic effect efficient Enron European Union evidence executive compensation expertise federal fiduciary financial financial reporting find finding firm’s firms first flows fraud fraud-on-the-market fundamental value incentives independent directors inflated influence internal investment issuer Joel Seligman jurors liability litigation loss causation managerial market realization misstatement inflated monitoring board monitoring model officers overconfidence performance plaintiff practices price drop problem proxy public announcement purchase price reflect reform regulatory risk role rules Sarbanes-Oxley Act Scrushy Scrushy’s SEC’s securities regulation shareholder shares significant specific standards statement stock option stock price stockholder sufficient supra note takeover trial Van Gorkom vote