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

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CONTENTS
	Acknowledgements	xii	
	Introduction 1
1. 	What is a Corporation? 8
Evolution of the Corporate Structure		
The Purpose of a Corporation	
		Human satisfaction			Social structure			Efficiency and efficacy	
		Ubiquity and flexibility	
		Identity	
	Metaphor #1: The Corporation as a ?Person?	
	Metaphor #2: The Corporation as a Complex Adaptive System	
Are Corporate Decisions ?Moral??	
Who can Hold Corporations Accountable?	
Two Key External Mechanisms for Directing Corporate Behavior	
	Government: Legislation, Regulation, Enforcement	
What does ?Within the Limits of the Law? Mean?	
The top 10 Corporate Criminals of the 1990?s	
	Probation of corporations	
	How can a corporation be sentenced to probation?	
		Securities analyst settlement	
		What is the role of shareholders in making this system work?	
		Should shareholders pay the fine? Which ones?	
	Co-opting the Market: Corporations and Government	
	The Corporation and Elections	
	The Corporation and the Law	
	A Market Test: Measuring Performance	
	Long-term vs. short-term	
	Corporate Decision-Making: Whose Interests Does this 
		?Person?/Adaptive Creature Serve?	
	Measuring Value Enhancement	
		GAAP	
		Market value	
		Earnings per share	
		EVA: economic value added	
		Human Capital: ?It?s not what you own but what you know?	
		The ?Value Chain?	
		Knowledge capital	
		The value of cash	
		Corporate ?externalities?	
	Equilibrium: The Cadbury Paradigm
	Quantifying Non-Traditional Assets and Liabilities
	Future Directions
2. Shareholders: Ownership	101		Definitions
	Early Concepts of Ownership
	Early Concepts of the Corporation
	A Dual Heritage: Individual and Corporate ?Rights?
	The Reinvention of the Corporation: Eastern Europe in the 1990s	
	Of Vouches and Values
	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 Shareholder Monitoring and Response
	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
		Advantages
		Disadvantages
	Public Pension Funds
		Divestment initiatives
		Economically targeted investments
	AFSCME
		Proxy access
		Shareholder approval of summary compensation table
		Independent chairman
		Binding majority vote standard
		Solicitation expenses
		Board Declassification
		Equity compensation holding policy
		Performance-based restricted stock
		Climate change risk report
		Federal employee retirement system
	TIAA-CREF
	Private Pension Funds
	The Sleeping Giant Awakens: Shareholder Proxy Proposals on 
		Governance Issues
	Focus on the Board
	Hedge Funds
	Synthesis: Hermes
	Investing in Activism
	New Models and New Paradigms
	The ?Ideal Owner?
	Public Policy Submissions
	Pension Funds as ?Ideal Owners?
	Is the ?Ideal Owner? Enough?
3. Directors: Monitoring	244
	A Brief History of Anglo-American Boards
	Today?s Typical Board
		Size
		Inside/Outside mix
		Diversity
		Meeting frequency/committees
		Audit committees
		Ownership/compensation
		Post S-Ox changes
	Board Duties: The Legal Framework
	The Board-Management Relationship
	Information Flow
	The Years of the Corporate Scandals
	Director Information Checklist
	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
	Future Directions
		Majority voting and proxy access
		Improving director compensation
		Increasing the authority of independent directors
		?A market for independent directors?
		?Designated director?
		Board evaluation
		Executive session meetings
		Succession planning and strategic planning
		Market directors genuinely ?independent?
		Involvement by the federal government
		Involvement by shareholders
4. Management: Performance	322
	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 all upside and no downside
		Loans
		Accelerated vesting of options
		Manipulation of earnings to support bonuses
		Huge disparity between CEO and other top executives
		Imputed years of service
		Excessive departure packages
		Backdating, bullet-dodging and spring-loading options
		Phony cuts
		Golden hellos
		Transaction bonuses
		Gross-ups and other perquisites
		Retirement benefits
		Obstacles to restitution when CEOs are overpaid
	Future Directions for Executive Compensation
	CEO Employment Contracts
		Cause
		Change of control
		Half now, half later
	CEO Succession Planning
	Sarbanes-Oxley
		Creation of the public company accounting oversight board
		Section 404
		Other changes
	Employees: Compensation and Ownership
		Four reasons for employee ownership
	Employee Stock Ownership Plans
	Mondragon and Symmetry: Integration of Employees, 
		Owners and Directors
	Conclusion
5. International Corporate Governance	377
	Capital Restructuring and Ownership Structure
	Corporate Governance Improvements
	The Results
	The Institutional Investor as Proxy for the Public Interest
	Norway in the Driver?s Seat
	The International Corporate Governance Network
	The Global Corporate Governance Forum
		Sweden
		Canada
		Singapore 
			Enhanced value engagement: Isetan
			Company profile
			Relevant corporate governance features of Singapore
			The importance of the Isetan Singapore engagement
			Issues at Isetan
			Actions
			Outcomes
		Russia
		Germany
		China
		Japan
	GMI 
	Developed Markets Not Immune to Governance Weaknesses
	Ratings Changes and Stock Performance
	Management Processes
	World Bank and G7 Response
		Azerbaijan
		Slovakia
		Jordan
		Thailand
		Poland
	Key Recommendations
	The GCP
	A Common Framework for Sustainability Reporting
	2006 Results
	Looking Ahead
	Relative Sector Performance
	Background
	Towards a Common Language
	Vision
6.	Case Studies: Corporations in Crisis	446
	General Motors
		General Motors and Pierre de 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?
		Waste Management: A Postscript
	Stone & Webster
		Stone & Webster: The Company that Built America
		Postscript
	Mirror Group/Trinity Mirror
		January 1999
		July 1999
		September 2000
		June 2001
		February 2002
		September 2002
	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
	Gerstner?s Pay Package at IBM
		The Anatomy of a Contract
	Premier Oil ? Shareholder Value, Governance and Social Issues

Library of Congress Subject Headings for this publication:

Corporate governance -- United States.