Corporate governance matters : a closer look at organizational choices and their consequences
- David Larcker, Brian Tayan.
- Second edition.
- Old Tappan, New Jersey : Pearson Education Inc., 
- Copyright notice
- Physical description
- xix, 441 pages : illustrations ; 24 cm
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|HD2741 .L3153 2016||In-library use|
|HD2741 .L3153 2016||Unknown|
- Includes bibliographical references and index.
- Preface xxi Chapter 1 Introduction to Corporate Governance 1 Self-Interested Executives 3 Defining Corporate Governance 7 Corporate Governance Standards 9 Best Practice or Best Practices? Does "One Size Fit All"? 11 Relationship between Corporate Governance and Firm Performance 12 Chapter 2 International Corporate Governance 19 Capital Market Efficiency 20 Legal Tradition 22 Accounting Standards 23 Enforcement of Regulations 26 Societal and Cultural Values 27 Individual National Governance Structures 29 United States 29 United Kingdom 32 Germany 37 Japan 38 South Korea 41 China .43 India 44 Brazil 45 Russia 47 Endnotes 49 Interlude 55 Chapter 3 Board of Directors: Duties and Liability 57 Board Responsibilities 57 Board Independence 58 The Operations of the Board 59 Board Committees 60 Duration of Director Terms 64 Director Elections 64 Removal of Directors 66 Legal Obligations of Directors 66 Fiduciary Duty 67 Disclosure Obligations under Securities Laws 70 Legal Enforcement of State Corporate Law (Fiduciary Duties) 70 Legal Enforcement of Federal Securities Laws 71 Director Indemnification and D&O Insurance 72 Endnotes 75 Chapter 4 Board of Directors: Selection, Compensation, and Removal 79 Market for Directors 79 Active CEOs 82 International Experience 83 Special Expertise 84 Diverse Directors 85 Professional Directors 86 Disclosure Requirements for Director Qualifications 87 Director Recruitment Process 89 Director Compensation 91 Ownership Guidelines 96 Board Evaluation 97 Removal of Directors 99 Endnotes 102 Chapter 5 Board of Directors: Structure and Consequences 107 Board Structure 108 Chairman of the Board 112 Lead Independent Director 116 Outside Directors 119 Board Independence 121 Independent Committees 125 Bankers on the Board 126 Financial Experts on Board 127 Politically Connected Boards 128 Employee Representation 128 Boards with "Busy" Directors 131 Interlocked (or Connected) Boards 133 Committee Overlap 135 Board Size 136 Board Diversity 137 Female Directors 138 Summary 141 Endnotes 142 Interlude 150 Chapter 6 Strategy, Performance Measurement, and Risk Management 151 Organizational Strategy 152 Strategy Implementation Process 154 Business Model Development and Testing 156 Example 1: Fast-Food Chain and Employee Turnover 156 Example 2: Financial Services Firm and Investment Advisor Retention 158 Key Performance Measures 159 How Well Are Boards Doing with Performance Measures and Business Models? 163 Risk and Risk Management 164 Risk and Risk Tolerance 165 Risk to the Business Model 167 Risk Management 169 Oversight of Risk Management 171 Assessing Board Performance on Risk Management 173 Endnotes 175 Chapter 7 Labor Market for Executives and CEO Succession Planning 181 Labor Market for Chief Executive Officers 181 Labor Pool of CEO Talent 184 CEO Turnover 186 Newly Appointed CEOs 189 Models of CEO Succession 191 External Candidate 191 President and/or Chief Operating Officer 193 Horse Race 194 Inside-Outside Model 195 The Succession Process 196 How Well Are Boards Doing with Succession Planning? 200 The External Search Process .203 Endnotes 206 Chapter 8 Executive Compensation and Incentives 211 The Controversy over Executive Compensation 212 Components of Compensation 213 Determining Compensation 217 Compensation Consultants 220 Compensation Levels 221 Ratio of CEO Pay to Other Top Executive Pay 224 Ratio of CEO Pay to Average Employee Pay 227 Compensation Mix 228 Short-Term Incentives 229 Long-Term Incentives 232 Benefits and Perquisites 234 Compensation Disclosure 235 Say-on-Pay 236 Endnotes 240 Chapter 9 Executive Equity Ownership 247 Equity Ownership and Firm Performance 247 Equity Ownership and Risk 250 Equity Ownership and Agency Costs 256 Accounting Manipulation 257 Manipulation of Equity Grants 258 Other Examples of Value Extraction through Timing 260 Equity Sales and Insider Trading 261 Rule 10b5-1 262 Hedging 264 Pledging 268 Repricing and Exchange Offers 270 Endnotes 273 Chapter 10 Financial Reporting and External Audit 279 The Audit Committee 280 Accounting Quality, Transparency, and Controls 280 Financial Reporting Quality 282 Financial Restatements 284 Models to Detect Accounting Manipulations 290 The External Audit 292 Audit Quality 296 Structure of Audit Industry 296 Impact of Sarbanes-Oxley 298 External Auditor as CFO 301 Auditor Rotation .302 Endnotes 304 Chapter 11 The Market for Corporate Control 311 The Market for Corporate Control 312 Stock Market Assessment of Acquiring and Target Firms 316 Who Gets Acquired? 316 Who Gets the Value in a Takeover? 319 Antitakeover Protections 322 Antitakeover Actions 323 Poison Pills 325 Staggered Board 328 State of Incorporation 330 Dual-Class Shares 331 Warding Off Unwanted Acquirers 334 Endnotes 336 Chapter 12 Institutional Shareholders and Activist Investors 343 The Role of Shareholders 343 Blockholders and Institutional Investors 346 Institutional Investors and Proxy Voting 349 Activist Investors 351 Pension Funds 353 Social Responsibility and Other Stakeholder Funds 355 Activist Hedge Funds 357 Shareholder Democracy and Corporate Engagement 360 Majority Voting in Uncontested Director Elections 360 Proxy Access 361 Proxy Voting 362 Corporate Engagement 363 Proxy Advisory Firms 364 Endnotes 369 Chapter 13 Corporate Governance Ratings 375 Third-Party Ratings 375 Credit Ratings 376 Commercial Corporate Governance Ratings 378 ISS: Corporate Governance Quotient 378 ISS: Governance Risk Indicators 380 ISS: QuickScore 380 GMI Ratings 381 Testing the Predictability of Corporate Governance Ratings 382 Governance Rating Systems by Academic Researchers 383 The Viability of Governance Ratings 388 Endnotes 389 Chapter 14 Alternative Models of Governance 393 Family-Controlled Corporations 393 Venture-Backed Companies 396 Private Equity-Owned Companies 399 Nonprofit Organizations 402 Endnotes 407 Chapter 15 Summary and Conclusions 413 Testing Remains Insufficient 414 The Current Focus Is Misdirected 415 Important Variables Are Clearly Missing 416 Context Is Important 417 Endnotes 418 Index 419 Now fully updated: today's most objective, complete, and actionable guide to corporate governance for every board member, director, officer, investor, and stakeholder.
- (source: Nielsen Book Data)9780134031569 20160618
- Publisher's Summary
- This is the most comprehensive and up-to-date reference for implementing and sustaining superior corporate governance. Stanford corporate governance experts David Larcker and Bryan Tayan carefully synthesize current academic and professional research, summarizing what is known and unknown, and where the evidence remains inconclusive. Corporate Governance Matters, Second Edition reviews the field's newest research on issues including compensation, CEO labor markets, board structure, succession, risk, international governance, reporting, audit, institutional and activist investors, governance ratings, and much more. Larcker and Tayan offer models and frameworks demonstrating how the components of governance fit together, with updated examples and scenarios illustrating key points. Throughout, their balanced approach is focused strictly on two goals: to "get the story straight, " and to provide useful tools for making better, more informed decisions. This edition presents new or expanded coverage of key issues ranging from risk management and shareholder activism to alternative corporate governance structures. It also adds new examples, scenarios, and classroom elements, making this text even more useful in academic settings. For all directors, business leaders, public policymakers, investors, stakeholders, and MBA faculty and students concerned with effective corporate governance.
(source: Nielsen Book Data)9780134031569 20160618
- Publication date
- Title Variation
- Closer look at organizational choices and their consequences
- 9780134031569 (hbk.)
- 0134031563 (hbk.)
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