Table of contents for Corporate governance / Kenneth A. Kim, John R. Nofsinger.

Bibliographic record and links to related information available from the Library of Congress catalog.

Note: Contents data are machine generated based on pre-publication provided by the publisher. Contents may have variations from the printed book or be incomplete or contain other coding.


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Brief Contents
Corporations and Corporate Governance
Executive Incentives
Accountants and Auditors
The Board of Directors
Investment Banks and Securities Analysts
Creditors and Credit Rating Agencies
Shareholders and Shareholder Activism
Corporate Takeovers: A Governance Mechanism?
The Securities and Exchange Commission
New Governance Rules
Corporate Citizenship
Contents
Corporations and Corporate Governance000
Forms of Business Ownership161
Separation of Ownership and Control163
Can Investors Influence Managers?164
Monitors164
An Integrated System of Governance167
International Monitoring168
Summary169
Review Questions169
Discussion Questions169
Exercises170
Exercises for Non-U.S. Students170
Endnotes170
Executive Incentives000
Potential Managerial Temptations11
Types of Executive Compensation12
Base Salary and Bonus12
Stock Options13
Stock Grants15
Does Incentive-Based Compensation Work in General?15
Potential “Incentive” Problems with Incentive-Based Compensation16
Problems with Accounting-Based Incentives16
Problems with Stock Option Incentives16
Expensing Executive Options: An Easy Solution?19
Other Compensation20
Crime and Punishment21
International Perspective-Ceo Compensation Around the World21
Summary22
Exercises23
Discussion Questions:23
Review Questions23
Exercises for Non-U.S. Students24
Endnotes24
Accountants and Auditors000
Accounting Functions25
Accounting for Inside Use25
Accounting for Outside Use26
Problems that may Occur in Accounting26
Auditing27
Internal Auditors27
External Auditors28
How the Nature of External Auditing has Evolved Since the Late 1930s30
Accounting Oversight30
The Changing Role of Accounting–Managing Earnings31
From Manipulation to Fraud33
Auditors as Consultants36
International Perspective37
Summary38
Exercises39
Discussion Questions39
Review Questions39
Exercises for Non-U.S. Students40
Endnotes40
The Board of Directors000
Overview of Boards41
The Board’s Legal Duties41
Board Committees42
Board Structure Regulations Imposed by Exchanges and the Sarbanes-Oxley Act42
More Attention on Directors44
What is a “Good” Board?46
Independent Boards46
Small Boards47
Board Structure in the U.S. and Around the World47
Good for the Goose, Good for the Gander?48
Can Good Boards Lead to Better Firm Performance?49
Potential Problems with Today’s Boards49
International Perspective–Boards in Western Europe51
Two-Teir Boards51
Board Regulations on Independence53
Summary55
Discussion Questions55
Review Questions55
Endnotes56
Exercises for Non-U.S. Students56
Exercises56
Investment Banks and Securities Analysts000
Investment Banking Activities59
Criticisms of Investment Banks61
IPO Problems61
Structured Deals62
Securities Analysts64
Quality of Analysts’ Recommendations65
Potential Conflicts of Interest67
Analysts and the Firms They Analyze67
Analysts Working at Investment Banks67
Summary71
Review Questions71
Discussion Questions72
Exercises for Non-U.S. Students72
Exercises72
Endnotes73
Creditors and Credit Rating Agencies000
Debt as a Disciplinary Mechanism75
Instituional Lenders as Corporate Monitors77
Why Didn’t Lenders Raise a Red Flag During the Recent Corporate Scandals?77
Credit Rating Agencies78
A Brief Historical Perspective78
The Ratings79
Criticisms81
International Perspective83
Japan’s Main Bank System83
Creditor Rights Around the World84
Summary86
Review Questions86
Exercises for Non-U.S. Students87
Exercises87
Discussion Questions87
Endnotes88
Shareholders and Shareholder Activism000
What is Shareholder Activism?90
Activism by Individual Shareholders90
Monitoring by Large Shareholders94
Institutional Shareholders: an Overview95
Does Institutional Shareholder Activism Work?97
Potential Roadblocks to Effective Shareholder Activism98
International Perspective99
Summary100
Review Questions100
Endnotes101
Exercises for Non-U.S. Students101
Exercises101
Discussion Questions101
Corporate Takeovers: A Governance Mechanism?000
Brief Overview of M&A106
The Target Firm107
The Notion of the Disciplinary Takeover109
Takeover Defenses111
Firm-level Pre-emptive Takeover Defenses111
Firm-level Reactionary Takeover Defenses111
State-level Anti-takeover Laws112
Assessments of Takeover Defenses113
Are Takeover Defenses Bad for the Governance System?113
International Perspective114
Summary116
Review Questions116
Discussion Questions117
Endnotes117
Exercises for Non-U.S. Students117
Exercises117
The Securities and Exchange Commission000
The Securities Acts120
The 2002 Act’s Effect on Accounting Oversight121
Summary of the Acts122
Organizational Structure of the Sec122
Need for the Acts and the Sec124
Sec Problem Areas126
Reporting126
Punishment126
Sec Resources127
International Perspective128
Summary130
Discussion Questions130
Review Questions130
Endnotes131
Exercises for Non-U.S. Students131
Exercises131
New Governance Rules000
Sarbanes-Oxley Act of 2002133
Public Company Accounting Oversight Board133
Auditor Independence134
Corporate Responsibility134
Enhanced Financial Disclosures135
Analysts Conflicts of Interests135
Sec Resources and Authority135
Corporate and Criminal Fraud, Accountability, and Penalties135
Will the Act be Beneficial?136
Other Regulatory Changes137
The New York Stock Exchange137
NASDAQ Stock Market138
Causes of Securities Regulations: a History Lesson138
International Perspective141
Summary144
Review Questions145
Discussion Questions145
Exercises for Non-U.S. Students145
Exercises145
Endnotes146
Corporate Citizenship000
Stakeholder View of the Firm148
Legal Foundations150
Corporate Social Responsibility150
Governance and Stakeholder Theory152
Criticisms153
International Aspects of Corporate Citizenship156
Summary158
Review Questions158
Endnotes159
Exercises for Non-U.S. Students159
Exercises159
Discussion Questions159

Library of Congress Subject Headings for this publication:

Corporate governance -- United States.