RAGM.com - Books - Corporate Governance 2nd Edition

Contents:

Foreword by B. Minoru Makihara

Acknowledgements

Introduction

Definitions
Evolution of the Corporate Structure
The Purpose of a Corporation
	Human satisfaction Social structure Efficiency and efficacy Ubiquity and flexibility Identity
The Corporation as a "Person"
The Corporation as a "Moral Person"
The Corporation in Society
	The marketplace
Future Directions
Corporate Power and Corporate Performance
Corporate Crime: "Within the Limits of the Law"
	Probation of corporations
Corporations and Government: Co-Opting the Market
Measuring Performance
Balancing Interests
Good and Bad Corporations?
Equilibrium: The Cadbury Paradigm
Measuring Value Enhancement
	GAAP Market Value Earnings per share Eva®: Economic Value Added Human Capital: "It's Not What You Own but What You Know" Knowledge capital The Value of Cash Corporate "Externalities"
Non-economic Considerations in Corporate Management

Definitions Early Concepts of Ownership Early Concepts of the Corporation A Dual Heritage: Individual and Corporate "Rights" The Re-Invention of the Corporation: Eastern Europe in the 1990s The Evolution of the American Corporation The Essential Elements of the Corporate Structure The Separation of Ownership and Control, Part 1: Berle and Means Fractionated Ownership The Separation of Ownership and Control, Part 2: The Takeover Era Waking the Sleeping Giant A Framework for Participation Ownership and Responsibility
	No Innocent Shareholder
To Sell or Not to Sell: The Prisoner's Dilemma Who the Institutional Investors Are
	Bank trusts Mutual funds Insurance companies Universities and foundations Pension plans
The Biggest Pool of Money in the World
	Pension Plans as Investors Pension Plans as Owners
Public Pension Funds
	Economically targeted Investments Federal Employee Retirement System
TIAA-CREF
Private Pension Funds The Sleeping Giant Awakens: Shareholder Proxy Proposals on Governance Issues Focus on the Board SEC's Proxy Reform Investing in Activism New Models and New Paradigms The "Ideal Owner" Pension Funds as "Ideal Owners" Is the "Ideal Owner" Enough?

A Brief History of Anglo-American Boards Today's Typical Board
	Size Inside/outside mix Diversity Meeting frequency Ownership
Board Duties: The Legal Framework The Board-Management Relationship Information Flow The CEO-Chairman Catch 22: The Ex-CEO as Director Director Nomination Director Compensation
	Interlocks Time and Money
The Director's Role in Crisis "Independent" Outside Directors Director Election
	Staggered Boards Confidential Voting
Impact of the Takeover Era on the Role of the Board The Fiduciary Standard and the Delaware Factor
	How did Boards Respond? Greenmail "Poison Pills" Other Anti-takeover Devices
Recommendations for the Future
	Improving director compensation Increasing the authority of independent directors "A Market for Independent Directors" "Designated Director" "Just Vote No" Audit committees Board Evaluation Executive Session Meetings Succession Planning & Strategic Planning Lipton/Lorsch's "Modest Proposal" Making Directors Genuinely "Independent" Involvement by Shareholders

Introduction What do we Want from the CEO? "Dinosaurs" Executive Compensation Stock Options Restricted Stock Shareholder Concerns: Several Ways to Pay Day
	The "guaranteed bonus" - the ultimate oxymoron Bundled proposals Deliberate obfuscation The Christmas tree Compensation plans that are all upside and no downside Phony cuts
Future Directions CEO Employment Contracts
	Gross-ups Cause Change of control Half now, half later
Employees: Compensation and Ownership Employee Stock Ownership Plans Mondragón and Symmetry: Integration of Employees, Owners and Directors Conclusion

Corporate Governance Has Gone Global
	The Triumph of the Corporation The Global Company The Global Investor The Demands of Capital The Triumph of the Code Universal Codes An Investor Perspective
The Asian Financial Crisis, the World Bank and Governance in Emerging Markets
	World Bank and G7 Respond
Global Corporate Governance Forum The Developed World Japan
	Corporate Governance in Japan: A Report by Oxford Analytica Corporate Governance Forum of Japan
Germany
	Corporate Governance in Germany: A Report by Oxford Analytica Signs of Change German Governance Code Earthquake Future Perfect?
France
	French Ownership Management and boards: Non state-owned companies Viénot I and II
Convergence

General Motors
	General Motors and Pierre du Pont. General Motors: What Went Wrong? General Motors and Ross Perot. General Motors after Perot: Smith and Stempel. General Motors: A Postscript
American Express Time Warner Sears, Roebuck & Co
	Diversification Strategy: The Fate of Retail Sears: A Postscript
Armand Hammer and Occidental Petroleum Polariod
	Polaroid's ESOP: Delaware Sits in Judgement
Carter Hawley Hale
	Hostile Takeover After the Restructuring
Eastman Kodak Waste Management Corp.
	Gold into Garbage Lens and Soros The Soros Effect Restructuring What Went Wrong? How Was it Solved? Waste Management: A Postscript
Stone & Webster
	Stone & Webster: The Company that Built America.
Mirror Group
	Shareholder Activism in the UK