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Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences, 2nd Edition
- By David Larcker, Brian Tayan
- Published Jul 28, 2015 by Pearson FT Press.
Book
- Sorry, this book is no longer in print.
About
Features
The complete corporate governance reference for every board member, officer, stakeholder, and MBA student – now extensively updated for today's issues and realities
- Brings together new academic research, updated examples and scenarios, and a complete decision-making framework
- Objectively and fully addresses every component of governance, with no axe to grind: explains what's known and what isn't, helping leaders make better choices in the face of uncertainty
- Contains updated and expanded coverage of risk management, shareholder activism, compensation, and more
- Presents brand-new information on alternative corporate governance structures, including family controlled businesses, nonprofits, private equity, and venture capital
- By David Larcker and Brian Tayan, pioneering governance experts at Stanford's highly influential Corporate Governance Research Program
Description
- Copyright 2016
- Dimensions: 7" x 9-1/8"
- Pages: 464
- Edition: 2nd
- Book
- ISBN-10: 0-13-403156-3
- ISBN-13: 978-0-13-403156-9
This is the most comprehensive and up-to-date reference for implementing and sustaining superior corporate governance. Stanford corporate governance experts David Larcker and Bryan Tayan carefully synthesize current academic and professional research, summarizing what is known and unknown, and where the evidence remains inconclusive.
Corporate Governance Matters, Second Edition reviews the field's newest research on issues including compensation, CEO labor markets, board structure, succession, risk, international governance, reporting, audit, institutional and activist investors, governance ratings, and much more. Larcker and Tayan offer models and frameworks demonstrating how the components of governance fit together, with updated examples and scenarios illustrating key points. Throughout, their balanced approach is focused strictly on two goals: to "get the story straight," and to provide useful tools for making better, more informed decisions.
This edition presents new or expanded coverage of key issues ranging from risk management and shareholder activism to alternative corporate governance structures. It also adds new examples, scenarios, and classroom elements, making this text even more useful in academic settings. For all directors, business leaders, public policymakers, investors, stakeholders, and MBA faculty and students concerned with effective corporate governance.
Sample Content
Online Sample Chapter
Introduction to Corporate Governance
Table of Contents
Preface xxi
Chapter 1 Introduction to Corporate Governance 1
Self-Interested Executives 3
Defining Corporate Governance 7
Corporate Governance Standards 9
Best Practice or Best Practices? Does “One Size Fit All”? 11
Relationship between Corporate Governance and Firm Performance 12
Chapter 2 International Corporate Governance 19
Capital Market Efficiency 20
Legal Tradition 22
Accounting Standards 23
Enforcement of Regulations 26
Societal and Cultural Values 27
Individual National Governance Structures 29
United States 29
United Kingdom 32
Germany 37
Japan 38
South Korea 41
China .43
India 44
Brazil 45
Russia 47
Endnotes 49
Interlude 55
Chapter 3 Board of Directors: Duties and Liability 57
Board Responsibilities 57
Board Independence 58
The Operations of the Board 59
Board Committees 60
Duration of Director Terms 64
Director Elections 64
Removal of Directors 66
Legal Obligations of Directors 66
Fiduciary Duty 67
Disclosure Obligations under Securities Laws 70
Legal Enforcement of State Corporate Law (Fiduciary Duties) 70
Legal Enforcement of Federal Securities Laws 71
Director Indemnification and D&O Insurance 72
Endnotes 75
Chapter 4 Board of Directors: Selection, Compensation, and Removal 79
Market for Directors 79
Active CEOs 82
International Experience 83
Special Expertise 84
Diverse Directors 85
Professional Directors 86
Disclosure Requirements for Director Qualifications 87
Director Recruitment Process 89
Director Compensation 91
Ownership Guidelines 96
Board Evaluation 97
Removal of Directors 99
Endnotes 102
Chapter 5 Board of Directors: Structure and Consequences 107
Board Structure 108
Chairman of the Board 112
Lead Independent Director 116
Outside Directors 119
Board Independence 121
Independent Committees 125
Bankers on the Board 126
Financial Experts on Board 127
Politica