U.S. Corporate Governance

Front Cover
Donald H. Chew, Stuart L. Gillan
Columbia University Press, Aug 25, 2009 - Business & Economics - 320 pages

Corporate governance constitutes the internal and external institutions, markets, policies, and processes designed to help companies maximize their efficiency and value. In this collection of classic and current articles from the Journal of Applied Corporate Finance, thought leaders such as Michael Jensen and Robert Monks discuss the corporate mission of value maximization and the accomplishments and limitations of the U.S. governance system in achieving that end.

Essays address the elements driving corporate value: the board of directors, compensation for CEOs and other employees, incentives and organizational structure, external ownership and control, role of markets, and financial reporting. They evaluate best practice methods, challenges in designing equity plans, transferable stock options, the controversy over executive compensation, the values of decentralization, identifying and attracting the "right" investors, the evolution of shareholder activism, creating value through mergers and acquisitions, and the benefits of just saying no to Wall Street's "earnings game." Grounded in solid research and practice, U.S. Corporate Governance is a crucial companion for navigating the world of modern finance.

 

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Contents

Value Maximization Stakeholder Theory
3
and Whats Wrong?
26
A Discussion with Michael Jensen and Robert Monks
48
The Directors New Clothes or The Myth
79
What Two Decades
90
Overview of the Issues
113
Putting a Stop to the Earnings Game
161
U S FamilyRun CompaniesThey May Be Better Than You Think
184
The Evolution of Shareholder Activism in the United States
202
Corporate Control and the Politics of Finance
243
Survey of the Research
280
Private Equity Corporate Governance and the Reinvention
307
About the Contributors I
337
Copyright

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About the author (2009)

Donald H. Chew is the founding editor of the Journal of Applied Corporate Finance, a publication taken over by Morgan Stanley five years ago. Before joining Morgan Stanley, Chew was one of the founding partners of Stern Stewart & Co., a New York-based corporate finance advisory firm. He has close to thirty years of experience editing the Journal of Applied Corporate Finance and its predecessors, The Midland Corporate Finance Journal, and The Chase Financial Quarterly, and has published more than ten books on corporate finance.Stuart L. Gillan is associate and Jerry S. Rawls Professor of Finance at Texas Tech University. He has held several academic and industry positions, including senior research fellow at TIAA-CREF and associate chief economist at the United States Securities and Exchange Commission. His publications have appeared in Financial Management, Journal of Applied Finance, Journal of Applied Corporate Finance, Journal of Corporate Finance, Journal of Finance, and Journal of Financial Economics.Donald H. Chew and Stuart L. Gillan are also the editors of Global Corporate Governance.