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Vol 23 No 5 May/June 2018

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Perspectives on Corporate Governance

Edited by: F. Scott Kieff, Troy A. Paredes

ISBN13: 9780521458771
Published: October 2010
Publisher: Cambridge University Press
Country of Publication: UK
Format: Hardback
Price: £88.00
Paperback edition , ISBN13 9781107653504

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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. But although it is now widely acknowledged that good corporate governance is a linchpin of good corporate performance, a significant debate remains over exactly how to improve corporate governance and its impact on corporate and overall economic performance. This book offers a uniquely diverse and forward-looking set of approaches from leading experts, covering the major areas of corporate governance reform and analysing the full range of issues and concerns. This volume offers a host of innovative and original suggestions on how corporate governance can continue to improve. Written to be both theoretically rigorous and grounded in the real world, the book is well suited for practising 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.

Company Law
Introduction F. Scott Kieff and Troy A. Paredes

Part I. The Board of Directors and the CEO
1. The trouble with boards Lawrence E. Mitchell
2. Rediscovering board expertise: legal implications of the empirical literature Lawrence A. Cunningham
3. The CEO and the board: on CEO overconfidence and institutionalizing dissent in firms F. Scott Kieff and Troy A. Paredes

Part II. The Why, When, How, and How Much of Executive Pay
4. Pay without performance: overview of the issues Lucian A. Bebchuk and Jesse M. Fried
5. Supersize pay, incentive compatibility, and the volatile shareholder interest William W. Bratton
6. 'Say on pay': cautionary notes on the UK experience and the case for muddling through Jeffrey N. Gordon

Part III. Constraining Managers and Directors: Investors, Securities Regulation, and the Media
7. Shareholder activism in the Obama era Stephen M. Bainbridge
8. After Dura: causation in fraud-on-the-market actions Merritt B. Fox.