Corporate GovernanceIn 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:
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.) |
Contents
| 1 | |
| 3 | |
| 15 | |
| 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 |
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Common terms and phrases
accounting active annual assets Bank benefits board of directors CalPERS capital chairman chapter committee company’s conflicts of interest contributions corporate crime corporate governance corporate management corporation’s costs court create decisions Delaware Deutsche Asset Management developed disclosure duty earnings economic effective elected employees Enron ensure equity ERISA example executive compensation federal fiduciary firms global hedge fund impact incentive increased individual institutional investors investment involved Isetan issues liability limited long-term majority meeting ment million monitoring operations option grants oversight owners ownership pension funds percent performance pill poison pill political portfolio problem profit protect proxy public pension responsibility result retirement risk role rules securities share shareholder proposals shareholder resolutions significant social standards stock options stockholders structure takeover tion Topps trustees vote Wall Street Warren Buffett York