Corporate governance is not just about models of best practice organisation or prescriptions following laws or social conventions. Corporate governance is also about persons of power seeking performance, and they do so in ways that transcend structures and pre-conceived notions of the structural set-up of the business. This book emphasises the decision-making dimensions of corporate governance, placing it right in the messy middle of the ever-changing world of capitalism, focussing on the interplay between professional managers and shareholders. This book aims to bring together several fresh perspectives on the development of capitalism seen through the lens of corporate governance. It illustrates the role of intentionality and persons, both as a method with which to understand processes of change, but also as a principle with which to seek a deeper understanding of the corporate governance choices made. It will be of interest to researchers, academics and students in the fields of corporate governance and entrepreneurship, as well as practitioners and other audience interested in the evolution of capitalism and corporate culture.

For many Americans, capitalism is a dynamic engine of prosperity that rewards the bold, the daring, and the hardworking. But to many outside the United States, capitalism seems like an initiative that serves only to concentrate power and wealth in the hands of a few hereditary oligarchies. As A History of Corporate Governance around the World shows, neither conception is wrong. In this volume, some of the brightest minds in the field of economics present new empirical research that suggests that each side of the debate has something to offer the other. Free enterprise and well-developed financial systems are proven to produce growth in those countries that have them. But research also suggests that in some other capitalist countries, arrangements truly do concentrate corporate ownership in the hands of a few wealthy families. A History of Corporate Governance around the World provides historical studies of the patterns of corporate governance in several countries-including the large industrial economies of Canada, France, Germany, Italy, Japan, the United Kingdom, and the United States; larger developing economies like China and India; and alternative models like those of the Netherlands and Sweden.

In this Element the origins of corporate governance are reviewed, recognising that corporate entities have always been governed, that important developments took place in the seventeenth and eighteenth centuries, and the huge significance of the invention of the joint-stock limited liability company. The development of corporate governance in the twentieth century around the world is explored, with complex groups, private companies, and top management dominating shareholder power appearing in the Inter-war years. Some unresolved issues in both principle and practice are identified. Various theories of corporate governance are described and contrasted. The subject is seen to be in search of its paradigm and a systems theoretical relationship between the theories is suggested. The need to rethink the concept of the limited liability company is argued, and a call is made for the development of a philosophy of corporate governance.

A detailed look at the importance of corporate governance in today's business world The importance of corporate governance became dramatically clear at the beginning of the twenty-first century as a series of corporate meltdowns from managerial fraud, misconduct, and negligence caused a massive loss of shareholder wealth. As part of the Robert W. Kolb Series in Finance, this book provides a comprehensive view of the shareholder-manager relationship and examines the current state of governance mechanisms in mitigating the principal-agent conflict. This book also offers informed suggestions and predictions about the future direction of corporate governance. Relies on recent research findings to provide guidance through the maze of theories and concepts Uses a structured approach to put corporate governance in perspective Addresses essential issues related to corporate governance including the idea of principal-agent conflict, role of the board of directors, executive compensation, corporate monitoring, proxy contests and corporate takeovers, and regulatory intervention Corporate governance is an essential part of mainstream finance. If you need to gain a better understanding of this topic, look no further than this book.

In this companion handbook to The Deal Decade: What Takeovers and Leveraged Buyouts mean for Corporate Governance, Margaret Blair and Girish Uppal present summary statistics and details on the corporate restructuring movement of the 1980s. The authors summarize data from private buyouts, junk bond issuances, and aggregate changes in corporate debt. They also report on the changing patterns of corporate ownership, shareholder activism, and changes in the law affecting takeovers. Finally, they put the 1980s into historical context by presenting data tracking merger and acquisition activity since 1955.

Corporate Governance Matters gives corporate board members, officers, directors, and other stakeholders the full spectrum of knowledge they need to implement and sustain superior governance. Authored by two leading experts, this comprehensive reference thoroughly addresses every component of governance. The authors carefully synthesize current academic and professional research, summarizing what is known, what is unknown, and where the evidence remains inconclusive. Along the way, they illuminate many key topics overlooked in previous books on the subject. Coverage includes: International corporate governance. Compensation, equity ownership, incentives, and the labor market for CEOs. Optimal board structure, tradeoffs, and consequences. Governance, organizational strategy, business models, and risk management. Succession planning. Financial reporting and external audit. The market for corporate control. Roles of institutional and activist shareholders. Governance ratings. The authors offer models and frameworks demonstrating how the components of governance fit together, with concrete examples 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.