Corporate Governance

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John Wiley & Sons, Dec 12, 2011 - Business & Economics - 512 pages
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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 recession the failure of international risk management An overview of corporate governance guidelines and codes of practice; new cases.

Once again in the new edition of their textbook, Robert A. G. Monks and Nell Minow show clearly the role of corporate governance in making sure the right questions are asked and the necessary checks and balances in place to protect the long-term, sustainable value of the enterprise.

Features 18 case studies of institutions and corporations in crisis, and analyses the reasons for their fall (Cases include Lehman Brothers, General Motors, American Express, Time Warner, IBM and Premier Oil.)

 

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Contents

Introduction
1
What is a Corporation?
3
Wrigley 1968
15
Corporate Crime and Punishment
21
What Happens When You Let Corporations Choose their Own Regulators?
33
Corporate Political Donations in the UK and the US
44
Protection Pennsylvania Style
52
Green Tree Financial
64
From DuPont to Relationship Investing
223
AP Paramount and KMart
230
Monitoring
251
CHAPTER 3
252
The Corporate Librarys Interlock Tool
259
The Walt Disney Company and the Magical Kingdom
268
Trends in Illegal Executive Compensation
271
Further Exploration of the Requirement of Good Faith
278

The Battle of the Theme Parks
70
DaimlerBenz and the New York Stock Exchange
77
Socially Responsible Investing
84
CHAPTER 2
93
Ownership
101
The Mysterious Case of the Hearst Will
103
Of Vouchers and Values Robert A G Monks Visits Vaclav Havel
110
Partnership versus Corporation
116
Who Owns Hershey?
122
One Share One Vote
134
Refco
140
R P Scherer and Citicorp
146
Interlocking Directors
152
NYs Pension Fund Borrows from Itself
158
CalPERS and Enron
169
CalPERS Invests in Activism
177
Institutional Investors Address Climate Change
183
AFSCMEs Economically Targeted Investment Policy
191
Campbell Soup Company and General Motors
202
Honeywell and Furrs
209
United Companies Financial and Lubys
215
Trans Union
285
Compaq Computers
293
A Director Quits
310
Director Pay at CocaCola
320
Salomon Inc
338
Performance
347
CHAPTER 4
348
ATT and NCR
355
Exxon ATT and General Electric and Creative Destruction
361
Warnaco
367
ICGN on Compensation
373
United Airlines and Employee Ownership
401
CHAPTER 5
409
International Corporate Governance
415
Offshore Outsourcing
417
Capital Flight Tax Avoidance and Tax Competition
428
The Institutional Investor as Proxy for the Public Interest
429
Final Thoughts and Future Directions
475
Notes
486
Copyright

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About the author (2011)

Robert A.G. Monks and Nell Minow are founders of GovernanceMetrics International, the leading independent research firm dedicated to corporate governance. Formerly principals of the Lens Fund and officers of Institutional Shareholder Services, Monks & Minow have also collaborated on two other books: Power and Accountability and Watching the Watchers.

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