Table of contents for Corporate governance / Robert A.G. Monks and Nell Minow.


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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