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• Cover Page
• Half Title Page
• Series Page
• Title Page
• Copyright Page
• Contents
• Acknowledgements
• Series Preface
• Introduction
• Corporate Governance: A Subject Whose Time Has Come
• Corporate Governance as Old as Corporate Entities
• The Separation of Management from Ownership
• Significant Developments in the 1970s
• Developments in the 1980s
• Developments in the 1990s – In Practice and Conventional Wisdom
• Developments in the 1990s – In Theory
• The Philosophical Debate
• How the Essays were Selected
• Notes
• References
• [1] The Evolution of the Company
• Trade and Industry in Medieval England
• English Individualism
• Trade Flourishes in the 16th and 17th Centuries
• Unincorporated Companies and Bubbles in the 18th Century
• Company Law Developments in the Early 19th Century
• Fundamental New Law in the Mid 1800’s
• Company Law in Nineteenth-Century Europe and the United States
• The Private Company is Identified – Turn of the Century
• The Amalgamation Movement of the Early 1900’s
• Company Law Developments 1900-1950
• Summary
• [2] The Corporate Governance Library: Seminal Book Precis
• Book One. Property in Flux
• Book Two. Regrouping of Rights
• Book Three. Property in the Stock Markets
• Book Four. Reorientation of Enterprise
• Prefaces to the 1967 edition
• [3] Mergers and the Market for Corporate Control
• The Corporate-Control Market
• Proxy Rights
• Direct Purchase or Shares
• Mergers
• Conclusions
• [4] The president and the board of directors
• Foreword
• What directors do
• Advise & counsel
• Provide discipline value
• Act in crisis situations
• What directors do not do
• Establish objectives
• Ask discerning questions
• Select the president
• Powers of control
• Ownership influences
• Choice of new members
• Proposed program
• [5] Size and Composition of Corporate Boards of Directors: The Organization and its Environment
• The Board in Management Literature
• Strategies for Organizational Success
• Strategies for Organizational Interdependence
• Board Size and Composition
• Supporting Evidence
• A Contingency Model
• Conclusions
• References
• [6] Outside directors: more vulnerable than ever
• Foreword
• Directors shall manage’
• By adjusting board prerogatives
• By vindicating personal trust
• Kinetic energy of the law
• Oblique inquiry & lumpy evidence
• Exposure of specialist directors
• Advantages of inside directors
• Approach to accountability
• Establishing the records
• Risks, insurance & advice
• A precious commodity
• [7] Audit committees—new corporate institution
• Origins
• Audit Committee Structure
• Audit Committee Functions
• Evaluations
• NYSE Recommendations
• Recommendations
• [8] Theory of the Firm: Managerial Behavior, Agency Costs and Ownership Structure
• 1. Introduction and summary
• 1.1. Motivation of the paper
• 1.2. Theory of the firm: An empty box?
• 1.3. Property rights
• 1.4. Agency costs
• 1.5. Some general comments on the definition of the firm
• 1.6. An overview of the paper
• 2. The agency costs of outside equity
• 2.1. Overview
• 2.2. A simple formal analysis of the sources of agency costs of equity and who bears them
• 2.3. Determination of the optimal scale of the firm
• 2.4. The role of monitoring and bonding activities in reducing agency costs
• 2.5. Pareto optimality and agency costs in manager-operated firms
• 2.6. Factors affecting the size of the divergence from ideal maximization
• 3. Some unanswered questions regarding the existence of the corporate form
• 3.1. The question
• 3.2. Some alternative explanations of the ownership structure of the firm
• 4. The agency costs of debt
• 4.1. The incentive effects associated with debt
• 4.2. The role of monitoring and bonding costs
• 4.3. Bankruptcy and reorganization costs
• 4.4. Why are the agency costs of debt incurred?
• 5. A theory of the corporate ownership structure
• 5.1. Determination of the optimal ratio of outside equity to debt
• 5.2. Effects of the scale of outside financing
• 5.3. Risk and the demand for outside financing
• 5.4. Determination of the optimal amount of outside financing, K*
• 5.5. Determination of the optimal scale of the firm
• 6. Qualifications and extensions of the analysis
• 6.1. Multiperiod aspects of the agency problem
• 6.2. The control problem and outside owner’s agency costs
• 6.3. A note on the existence of inside debt and some conjectures on the use of convertible financial instruments
• 6.4. Monitoring and the social product of security analysts
• 6.5. Specialization in the use of debt and equity
• 6.6. Application of the analysis to the large diffuse ownership corporation
• 6.7. The supply side of the incomplete markets question
• 7. Conclusions
• References
• [9] Transaction-Cost Economics: The Governance of Contractual Relations
• I. Some Contracting Background
• A. Classical Contract Law
• B. Neoclassical Contract Law
• C. Relational Contracting
• II. The Economics of Idiosyncrasy
• A. General
• B. Examples
• III. Commercial Contracting
• A. Economizing
• B. Characterizing Transactions
• C. Governance Structures
• D. Uncertainty
• IV. Other Applications
• A. Labor
• B. Regulation of Natural Monopoly
• C. Family Law
• D. Capital Market Transactions
• V. Implications
• A. General
• B. Commercial Transactions
• C. Other Transactions
• VI. Concluding Remarks
• [10] Separation of Ownership and Control
• I. Introduction
• II. Residual Claims and Decision Processes
• A. Residual Claims
• B. The Decision Process
• III. Fundamental Relations between Risk-bearing and Decision Processes
• A. The Problem
• B. Combination of Decision Management, Decision Control, and Residual Risk Bearing
• C. Separation of Decision Management, Decision Control, and Residual Risk Bearing
• IV. The Spectrum of Organizations
• A. Introduction
• B. Open Corporations
• C. Professional Partnerships
• D. Financial Mutuals
• E. Nonprofit Organizations
• V. Summary
• A. The Central Hypotheses
• B. Combination of Decision Management and Control
• C. Separation of Residual Risk Bearing from Decision Management
• Appendix
• Bibliography
• [11] Who Should Control The Corporation?
• “Nationalize it”
• “Democratize it”
• “Regulate it”
• “Pressure it”
• “Trust it”
• “Ignore it”
• “Induce it”
• “Restore it”
• Conclusion: If the Shoe Fits . . .
• References
• [12] Corporate Governance and the Board of Directors: Performance Effects of Changes in Board Composition
• 1. Introduction
• 2. Corporate Control and the Board of Directors
• 2.1. The Board as a Relational Governance Structure
• 2.2. Specific Functions of Individual Directors
• 2.3. Classifying Key Components of the Board
• 3. Recent Changes in the Composition of the Board
• 4. Research Questions and Empirical Results
• 4.1. The Performance Measure
• 4.2. Methodology and Results
• 4.3. Discussion
• 5. Concluding Comments
• References
• [13] Eclipse of the Public Corporation
• References
• [14] The Corporate Concept: Redesigning a Successful System
• 1. The Company as a System
• 2. Theories of the Corporate System
• 3. The Evolution of the Corporate Concept
• 4. The Creation of Limited Liability
• 5. Experiences in Other Jurisdictions
• 6. Private companies and complex groups
• 7. Cross-cultural Comparisons
• 8. Corporate Governance in Japanese Companies
• 9. The Culture of Japanese Governance
• 10. Corporate Governance in Overseas Chinese Companies
• 11. The Culture of Overseas Chinese Governance
• 12. Challenges to the Corporate Concept: Some Present Problems
• 13. Conclusions – the Need to Redesign the Corporate System
• Acknowledgements
• References
• [15] A New Compact for Owners and Directors
• [16] Reckoning with the Pension Fund Revolution
• [17] The Code of Best Practice
• [18] Industrial Groups as Systems of Contractual Governance
• I. Introduction
• II. The Universal Problem of Coordination and Control
• Governing the Nexus of Contracts
• III. THE INDUSTRIAL GROUP AS A CONTRACTUAL GOVERNANCE SYSTEM
• (i) Implicit Contracting
• (ii) Building and Sustaining Trust Relationships
• (iii) Concentrated, Commingled Ownership of Financial Claims
• (iv) Autonomy versus Control
• (v) Horizontal Rivalry
• IV. The Efficacy of Contractual Governance in Industrial Groups
• (i) Influence on Corporate Investment
• (ii) ‘Best Practice’ and the Convergence of Alternative Governance Systems
• V. Policy Implications
• (i) The United States
• (ii) Japan
• (iii) Europe
• References
• [19] The Corporate Board: Confronting the Paradoxes
• Governance and Governance Institutions
• Board Structures and Instability
• Synthesizing National Experience
• The Governance Challenge
• References
• [20] What is a Company For?
• [21] Boards and Company Performance – Research Challenges the Conventional Wisdom
• The theory of the independent board
• The independent board and corporate performance
• Some positive findings
• Inherent problems with board design
• Conclusions
• References
• [22] Taking Care of Business: Executive Compensation in the United Kingdom
• I. Introduction
• II. What Has Happened to Executive Compensation?
• III. Corporate Governance and Compensation
• IV. Policy Discussion
• References
• [23] The Structure of Share Ownership and Control: The Potential for Institutional Investor Activism
• I. Introduction
• II. Institutional Share Ownership and Control at Market Level
• III. Background to the UK and Australian Studies
• IV. The UK Study
• A. Prior Studies
• B. Sample and Methodology
• C. Results
• V. THE AUSTRALIAN STUDY
• VI. Conclusion
• Appendix A: Abbreviations Used in Tables 3, 4, and 8
• Appendix B: Sources for Table 3
• Appendix C: Sources for Table 4
• [24] Corporate Governance
• Introduction
• The nature of the Corporation
• Companies in Britain and the United States
• Who “owns” the company?
• The alternative model
• Corporate personality and corporate behaviour
• Performance in the Anglo-American environment
• The boundaries between the public and private sectors
• Criteria for a model of corporate governance
• The future of corporate governance
• References
• Notes
• [25] 5 Board guidelines on significant corporate governance issues: the General Motors case
• [26] The Defects of Stakeholder Theory
• The Development of the Stakeholder Concept
• Stakeholder Theory is Incompatible with Business
• Stakeholder Theory is Incompatible with Corporate Governance
• The Stakeholder Theory of Accountability is Unjustified
• Stakeholder Theory Undermines Private Property, Agency and Wealth
• Conclusion: The Appropriate Use of the Stakeholder Concept
• Notes
• [27] Stakeholder Governance: A Cybernetic and Property Rights Analysis
• Key Words
• Introduction
• Should corporations maximise long-term owner value?
• The practice of stakeholder ownership and control
• The competitive advantages of stakeholder governance
• Policy implications
• Concluding remarks
• Notes
• References
• [28] Corporate Governance: Its scope, concerns and theories
• Introduction
• Definitions
• Terminology
• Influences which Affect the Operations of Firms
• Differences in Viewpoints
• Cultural Specificities in Theories and Practice
• Theories Relevant to Corporate Governance
• Other Ways of Analysing Corporate Governance
• Research opportunities
• Concluding remarks
• References
• [29] Sources and Uses of Power in the Boardroom
• Analytical Traditions in Studying the Power of Boards and Directors
• Research Aims and Methods
• Using Power to Dismiss the Powerful: Two Illustrative Case Studies
• Conclusion
• References
• [30] Principles for Corporate Governance in the Commonwealth
• Part Two – Principles of Guidelines
• Name Index