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CONTENTS Cases in point Acknowledgements Introduction 1 What Is a Corporation? Definitions Evolution of the Corporate Structure The Purpose of a Corporation Human satisfaction Social structure Efficiency and efficacy Ubiquity and flexibility Identity The Corporation as a "Person" The Corporation as a Complex Adaptive System The Corporation as a "Moral Person" The Corporation in Society The marketplace Future Directions Corporate Power and Corporate Performance Corporate Crime: "Within the Limits of the Law" Probation of corporations Corporations and Government: Co-opting the Market Measuring Performance Balancing Interests Good and Bad Corporations? Equilibrium: The Cadbury Paradigm Measuring Value Enhancement GAAP Market Value Earnings per share EVA(r): economic value added Human capital: "It's not what you own but what you know" Knowledge capital The value of cash Corporate "externalities" Non-economic Considerations in Corporate Management 2 Shareholders: Ownership Definitions Early Concepts of Ownership Early Concepts of the Corporation A Dual Heritage: Individual and Corporate "Rights" The Re-invention of the Corporation: Eastern Europe in the 1990s 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 Participation 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 Public Pension Funds Economically targeted investments Federal Employee Retirement System TIAA-CREF Private Pension Funds The Sleeping Giant Awakens: Shareholder Proxy Proposals on Governance Issues Focus on the Board SEC's Proxy Reform Synthesis: Hermes Investing in Activism New Models and New Paradigms The "Ideal Owner" 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 Ownership Board Duties: The Legal Framework The Board-Management Relationship Information Flow The Year of the Corporate Scandal The CEO-Chairman Catch 22: The Ex-CEO as Director CEO Succession Director Nomination Director Compensation Interlocks Time and money The Director's Role in Crisis "Independent" Outside Directors Director Election Staggered boards Confidential voting Impact of the Takeover Era on the Role of the Board The Fiduciary Standard and the Delaware Factor How did boards respond? Greenmail "Poison pills" Other anti-takeover devices Recommendations for the Future Improving director compensation Increasing the authority of independent directors "A market for independent directors" "Designated director" Splitting the chairman and CEO positions "Just vote no" Audit committees Board evaluation Executive session meetings Succession planning and strategic planning Lipton/Lorsch's "Modest Proposal" Making directors genuinely "independent" Involvement by the federal government Involvement by shareholders 4 Management: Performance Introduction What Do We Want from the CEO? The Biggest Challenge Executive Compensation Stock Options Restricted Stock Shareholder Concerns: Several Ways to Pay Day The "guaranteed bonus" - the ultimate oxymoron Deliberate obfuscation The Christmas tree Compensation plans that are upside and no downside Loans Phony cuts Golden Hellos Transaction bonuses Retirement benefits Future Directions for Executive Compensation CEO Employment Contracts Gross-ups "Deemed" years of service Cause Change of control Half now, half later Employees: Compensation and Ownership Employee Stock Ownership Plans Mondragon and Symmetry: Integration of Employees, Owners, and Directors Conclusion 5 International Governance Corporate Governance Has Gone Global The triumph of the corporation The global company The global investor The demands of capital The triumph of the code Universal codes An investor perspective Limits to Convergence The Asian Financial Crisis, the World Bank and Governance in Emerging Markets World Bank and G7 Response Global Corporate Governance Forum The Developed World EU Japan Corporate Governance Forum of Japan Germany German governance code Earthquake Future perfect? France French ownership Management and boards: Non state-owned companies Vienot I and II Corporate Governance and Foreign Policy A Race to the Bottom? Convergence? 6 Case Studies: Corporations in Crisis General Motors General Motors and Pierre du Pont General Motors: What Went Wrong? General Motors and Ross Perot General Motors after Perot: Smith and Stempel General Motors: A Postscript American Express Time Warner Sears, Roebuck & Co. Diversification Strategy: The Fate of Retail Sears: A Postscript Armand Hammer and Occidental Petroleum Polaroid Polaroid's ESOP: Delaware Sits in Judgment Carter Hawley Hale Hostile Takeover After the Restructuring Eastman Kodak Waste Management Corp. Gold into Garbage Lens and Soros The Soros Effect Restructuring What Went Wrong? How Was It Solved? Waste Management: A Postscript Stone & Webster Stone & Webster: The Company that Built America Postscript 2000 Mirror Group/Trinity Mirror Adelphia What happened? Arthur Andersen Andersen Consulting A Conformist Culture Who Watches the Watchers? Corporate Governance Hubris Tyco (by Robert A. G. Monks) WorldCom (by Beth Young) Growth By Acquisition WorldCom's Board of Directors WorldCom's Auditor Case Study: Gerstner's Pay Package at IBM The Anatomy of a Contract Appendix: Overview of Corporate Governance Guidelines and Codes of Best Practice in Developing and Emerging Markets by Holly J. Gregory Overview The Corporate Objective Board Responsibilities and Job Description Board Composition Board Committees Disclosure Issues Summary Index of Names Subject Index
Library of Congress Subject Headings for this publication: Corporate governance United States