Full Contents

Full Contents Cases In Point
Acknowledgements
Introduction

1. What Is A Corporation?
Definitions
Evolution Of The Corporate Structure
The Purpose Of A Corporation
Human Satisfaction
Social Structure
Efficiency And Efficacy
Ubiquity And Flexibility
Identity
The Corporation As A "Person"
The Corporation As A Complex Adaptive System
The Corporation As A "Moral Person"
The Corporation In Society
The Marketplace
Future Directions
Corporate Power And Corporate Performance
Corporate Crime: "Within The Limits Of The Law"
Probation Of Corporations
Corporations And Government: Co-Opting The Market
Measuring Performance
Balancing Interests
Good And Bad Corporations?
Equilibrium: The Cadbury Paradigm
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"
Knowledge Capital
The Value Of Cash
Corporate "Externalities"
Non-Economic Considerations In Corporate Management

2. Shareholders: Ownership
Definitions
Early Concepts Of Ownership
Early Concepts Of The Corporation
A Dual Heritage: Individual And Corporate "Rights"
The Re-Invention Of The Corporation: Eastern Europe In The 1990s
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 Participation
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
Public Pension Funds
Economically Targeted Investments
Federal Employee Retirement System
Tiaa-Cref
Private Pension Funds
The Sleeping Giant Awakens: Shareholder Proxy Proposals On Governance Issues
Focus On The Board
Sec’s Proxy Reform
Synthesis: Hermes
Investing In Activism
New Models And New Paradigms
The "Ideal Owner"
Pension Funds As "Ideal Owners"
Is The "Ideal Owner" Enough?

3. Directors: Monitoring
A Brief History Of Anglo-American Boards
Today’s Typical Board
Size
Inside/Outside Mix
Diversity
Meeting Frequency
Ownership
Board Duties: The Legal Framework
The Board-Management Relationship
Information Flow
The Year Of The Corporate Scandal
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
Recommendations For The Future
Improving Director Compensation
Increasing The Authority Of Independent Directors
"A Market For Independent Directors"
"Designated Director"
Splitting The Chairman And Ceo Positions
"Just Vote No"
Audit Committees
Board Evaluation
Executive Session Meetings
Succession Planning And Strategic Planning
Lipton/Lorsch’s "Modest Proposal"
Making Directors Genuinely "Independent"
Involvement By The Federal Government
Involvement By Shareholders

4. Management: Performance
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 Upside And No Downside
Loans
Phony Cuts
Golden Hellos
Transaction Bonuses
Retirement Benefits
Future Directions For Executive Compensation
Ceo Employment Contracts
Gross-Ups
"Deemed" Years Of Service
Cause
Change Of Control
Half Now, Half Later
Employees: Compensation And Ownership
Employee Stock Ownership Plans
Mondragon And Symmetry: Integration Of Employees, Owners, And Directors
Conclusion

5. International Governance
Corporate Governance Has Gone Global
The Triumph Of The Corporation
The Global Company
The Global Investor
The Demands Of Capital
The Triumph Of The Code
Universal Codes
An Investor Perspective
Limits To Convergence
The Asian Financial Crisis, The World Bank And Governance In Emerging Markets
World Bank And G7 Response
Global Corporate Governance Forum
The Developed World
EU
Japan
Corporate Governance Forum Of Japan
Germany
German Governance Code
Earthquake
Future Perfect?
France
French Ownership
Management And Boards: Non State-Owned Companies
Vienot I And Ii
Corporate Governance And Foreign Policy
A Race To The Bottom?
Convergence?

6. Case Studies: Corporations In Crisis
General Motors
General Motors And Pierre Du 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?
How Was It Solved?
Waste Management: A Postscript
Stone & Webster
Stone & Webster: The Company That Built America
Postscript 2000
Mirror Group/Trinity Mirror
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
Case Study: Gerstner’s Pay Package At Ibm
The Anatomy Of A Contract

Appendix: Overview Of Corporate Governance Guidelines And Codes Of Best Practice In Developing And Emerging Markets By Holly J. Gregory
Overview
The Corporate Objective
Board Responsibilities And Job Description
Board Composition
Board Committees
Disclosure Issues
Summary

Index Of Names
Subject Index