U.S. Corporate Governance

Edited by Donald H. Chew and Stuart L. Gillan

Columbia Business School Publishing

U.S. Corporate Governance

Pub Date: August 2009

ISBN: 9780231148573

320 Pages

Format: Paperback

List Price: $45.00£38.00

Pub Date: August 2009

ISBN: 9780231148566

320 Pages

Format: Hardcover

List Price: $125.00£104.00

Pub Date: August 2009

ISBN: 9780231519984

320 Pages

Format: E-book

List Price: $44.99£38.00

U.S. Corporate Governance

Edited by Donald H. Chew and Stuart L. Gillan

Columbia Business School Publishing

Corporate governance constitutes the internal and external institutions, markets, policies, and processes designed to help companies maximize their efficiency and value. In this collection of classic and current articles from the Journal of Applied Corporate Finance, thought leaders such as Michael Jensen and Robert Monks discuss the corporate mission of value maximization and the accomplishments and limitations of the U.S. governance system in achieving that end.

Essays address the elements driving corporate value: the board of directors, compensation for CEOs and other employees, incentives and organizational structure, external ownership and control, role of markets, and financial reporting. They evaluate best practice methods, challenges in designing equity plans, transferable stock options, the controversy over executive compensation, the values of decentralization, identifying and attracting the "right" investors, the evolution of shareholder activism, creating value through mergers and acquisitions, and the benefits of just saying no to Wall Street's "earnings game." Grounded in solid research and practice, U.S. Corporate Governance is a crucial companion for navigating the world of modern finance.
Anyone seeking a comprehensive introduction to corporate governance will find this book valuable...recommended. Choice
Introduction
Part I: Broad Perspectives on Corporate Governance
1. Value Maximization, Stakeholder Theory, and the Corporate Objective Function, by Michael C. Jensen
2. The State of U.S. Corporate Governance: What's Right and What's Wrong?, by Bengt Holmstrom and Steven N. Kaplan
3. U.S. Corporate Governance: Accomplishments and Failings: A Discussion with Michael Jensen and Robert Monks
Part II: Internal Governance: Boards and Executive Compensation
4. The Director's New Clothes (or, The Myth of Corporate Accountability), by Robert Monks and Nell Minow
5. Best Practices in Corporate Governance: What Two Decades of Research Reveals, by Anil Shivdasani and Marc Zenner
6. Pay without Performance: Overview of the Issues, by Lucian A. Bebchuk and Jesse M. Fried
7. Is U.S. CEO Compensation Broken?, by John E. Core, Wayne R. Guay, and Randall S. Thomas
Part III: External Governance: Ownership Structure
8. Just Say No to Wall Street: Putting a Stop to the Earnings Game, by Joseph Fuller and Michael C. Jensen
9. Identifying and Attracting the "Right" Investors: Evidence on the Behavior of Institutional Investors, by Brian Bushee
10. U.S. Family-Run Companies—They May Be Better Than You Think, by Henry McVey and Jason Draho
11. The Evolution of Shareholder Activism in the United States, by Stuart L. Gillan and Laura T. Starks
Part IV: External Governance: The Market for Corporate Control
12. Corporate Control and the Politics of Finance, by Michael C. Jensen
13. Where M&A Pays and Where It Strays: Survey of the Research, by Robert Bruner
14. Private Equity, Corporate Governance, and the Reinvention of the Market for Corporate Control, by Karen H. Wruck
About the Contributors
Index

About the Author

Donald H. Chew is the founding editor of the Journal of Applied Corporate Finance, a publication taken over by Morgan Stanley five years ago. Before joining Morgan Stanley, Chew was one of the founding partners of Stern Stewart & Co., a New York-based corporate finance advisory firm. He has close to thirty years of experience editing the Journal of Applied Corporate Finance and its predecessors, The Midland Corporate Finance Journal, and The Chase Financial Quarterly, and has published more than ten books on corporate finance.Stuart L. Gillan is associate and Jerry S. Rawls Professor of Finance at Texas Tech University. He has held several academic and industry positions, including senior research fellow at TIAA-CREF and associate chief economist at the United States Securities and Exchange Commission. His publications have appeared in Financial Management, Journal of Applied Finance, Journal of Applied Corporate Finance, Journal of Corporate Finance, Journal of Finance, and Journal of Financial Economics.Donald H. Chew and Stuart L. Gillan are also the editors of Global Corporate Governance.