Corporate Governance: Law, Theory and Policy
Thomas W. Joo
Carolina Academic Press, Jan 1, 2010 - Business & Economics - 663 pages
This anthology of recent scholarship on corporate governance has been extensively revised and updated. It explores the application of legal doctrine and theory to topical policy issues such as corporate social responsibility, executive compensation, corporate criminality, federalism, and ethical rules for corporate lawyers. It contains materials on recent developments, including the 2008 financial collapse. The book puts into current context long-running debates on fundamental corporate law issues, such as shareholders' ownership of the corporation, director independence, and management's focus on maximizing share price. The new edition contains a new chapter on creditors and bankruptcy. The book is organized around policy issues rather than the doctrinal areas of the basic law school course. It presents diverse views on each issue through various approaches to analyzing corporate law and incorporating doctrine, law and economics, empirical work; history; and organizational behavior. The book is designed for use as the primary text in a course or seminar in corporate governance, but could also serve as supplemental reading in the basic law school corporations course. It includes questions for classroom discussion or self-directed study. The edited selections are generally longer than in a standard law anthology in order to provide a deeper treatment of the issues.
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The Role of the Corporation
of Corporations in Society
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accounting agency costs argues Article assets bailout banks behavior beneﬁts board of directors board veto bondholders business judgment business judgment rule capital markets claims clients committee companies company’s competition conﬂict context contract corporate governance corporate law corporate managers corporation’s courts credit rating agencies creditors criminal liability decisions defenses deﬁned Delaware law Delaware Supreme Court derivative suit difﬁcult disclosure Disney economic effect efﬁcient employees Enron equity example executive compensation fiduciary ﬁduciary duty ﬁnance ﬁnancial ﬁnd ﬁrm ﬁrm’s ﬁrst fraud funds incentives increase independent industry inﬂuence interests investment issue issuer lawyers litigation managerial maximization monitoring norms ofﬁcers Ovitz pill plaintiffs poison pill political problem proﬁt proposals protection proxy reﬂect reform regime regulation regulatory response risk role rules Sarbanes-Oxley Sarbanes-Oxley Act securities laws share signiﬁcant social speciﬁc standard stock price structure substantial sufﬁcient takeover theory transactions Unocal vicarious liability voting