Corporate governance / Robert A.G. Monks & Nell Minow.

Enhanced descriptions from Syndetics:

The new edition of this successful text offers an indispensable guide to the key concepts of corporate governance every student and business professional should know. It includes more exercises and student questions, penetrating analysis of the latest examples of corporate failure and controversy, and the lively "cases in point" which have characterized previous editions.

Features 16 case studies of corporations in crisis, including General Motors, American Express, Time Warner, IBM, and Premier Oil
Contains an invaluable web link to The Corporate Library, the leading independent research firm dedicated to corporate governance
Includes an Appendix with an overview of CG Guidelines and Codes of Best Practice in Emerging Markets

Table of contents provided by Syndetics

• Acknowledgements
• Introduction
• 1 What is a Corporation?
• Evolution of the Corporate Structure
• The Purpose of a Corporation
• Human satisfaction
• Social structure
• Efficiency and efficacy
• Ubiquity and flexibility
• Identity
• Metaphor #1: The Corporation as a "Person"
• Metaphor #2: The Corporation as a Complex Adaptive System
• Are Corporate Decisions "Moral?"
• Who can Hold Corporations Accountable?
• Two Key External Mechanisms for Directing Corporate Behavior
• Government: Legislation, Regulation, Enforcement
• What does "Within the Limits of the Law" Mean?
• The top 10 Corporate Criminals of the 1990's
• Probation of corporations
• How can a corporation be sentenced to probation?
• Securities analyst settlement
• What is the role of shareholders in making this system work?
• Should shareholders pay the fine? Which ones?
• Co-opting the Market: Corporations and Government
• The Corporation and Elections
• The Corporation and the Law
• A Market Test: Measuring Performance
• Long-term vs. short-term
• Corporate Decision-Making: Whose Interests Does this
• "Person"/Adaptive Creature Serve?
• 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"
• The "Value Chain"
• Knowledge capital
• The value of cash
• Corporate "externalities"
• Equilibrium: The Cadbury Paradigm
• Quantifying Non-Traditional Assets and Liabilities
• Future Directions
• 2 Shareholders: Ownership
• Definitions
• Early Concepts of Ownership
• Early Concepts of the Corporation
• A Dual Heritage: Individual and Corporate "Rights"
• The Reinvention of the Corporation: Eastern Europe in the 1990s
• Of Vouches and Values
• 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 Shareholder Monitoring and Response
• 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
• Advantages
• Disadvantages
• Public Pension Funds
• Divestment initiatives
• Economically targeted investments
• AFSCME
• Proxy access
• Shareholder approval of summary compensation table
• Independent chairman
• Binding majority vote standard
• Solicitation expenses
• Board Declassification
• Equity compensation holding policy
• Performance-based restricted stock
• Climate change risk report
• Federal employee retirement system
• TIAA-CREF
• Private Pension Funds
• The Sleeping Giant Awakens: Shareholder Proxy Proposals on
• Governance Issues
• Focus on the Board
• Hedge Funds
• Synthesis: Hermes
• Investing in Activism
• New Models and New Paradigms
• The "Ideal Owner"
• Public Policy Submissions
• Pension Funds as "Ideal Owners"
• Is the "Ideal Owner" Enough?
• 3 Directors: Monitoring
• A Brief History of Anglo-American Boards
• Today's Typical Board
• Size
• Inside/Outside mix
• Diversity
• Meeting frequency/committees
• Audit committees
• Ownership/compensation
• Post S-Ox changes
• Board Duties: The Legal Framework
• The Board-Management Relationship
• Information Flow
• The Years of the Corporate Scandals
• Director Information Checklist
• The CEO-Chairman
• Catch 22: The Ex-CEO as Director
• CEO Succession
• Director Nomination
• Director Compensation
• Interlocks
• Time and Money
• The Di

Author notes provided by Syndetics