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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.