In the wake of the Enron meltdown and other corporate scandals, the United States has increasingly relied on Securities and Exchange Commission oversight and the Sarbanes-Oxley Act, which set tougher rules for boards, management, and public accounting firms to protect the interests of shareholders. Such reliance is badly misplaced. In "Corporate Governance", Jonathan Macey argues that less government regulation - not more - is what's needed to ensure that managers of public companies keep their promises to investors. Macey tells how heightened government oversight has put a stranglehold on what is the best protection against malfeasance by self-serving management: the market itself. Corporate governance, he shows, is about keeping promises to shareholders; failure to do so results in diminished investor confidence, which leads to capital flight and other dire economic consequences.Macey explains the relationship between corporate governance and the various market and nonmarket institutions and mechanisms used to control public corporations; he discusses how nonmarket corporate governance devices such as boards and whistle-blowers are highly susceptible to being co-opted by management and are generally guided more by self-interest and personal greed than by investor interests. In contrast, market-driven mechanisms such as trading and takeovers represent more reliable solutions to the problem of corporate governance. Inefficient regulations are increasingly hampering these important and truly effective corporate controls. Macey examines a variety of possible means of corporate governance, including shareholder voting, hedge funds, and private equity funds. "Corporate Governance" reveals why the market is the best guardian of shareholder interests.
Introduction Corporate governance as promise 1
Ch. 1 The goals of corporate governance : the dominant role of equity 18
Ch. 2 Corporate law and corporate governance 28
Ch. 3 Institutions and mechanisms of corporate governance : a taxonomy 46
Ch. 4 Boards of directors 51
Ch. 5 Case studies on boards of directors in corporate governance 69
Ch. 6 Dissident directors 90
Ch. 7 Formal external institutions of corporate governance : the role of the Securities and Exchange Commission, the stock exchanges, and the credit-rating agencies 105
Ch. 8 The market for corporate control 118
Ch. 9 Initial public offerings and private placements 127
Ch. 10 Governance by litigation : derivative lawsuits 130
Ch. 11 Accounting, accounting rules, and the accounting industry 155
Ch. 12 Quirky governance : insider trading, short selling, and whistle-blowing 165
Ch. 13 Shareholder voting 199
Ch. 14 The role of banks and other lenders in corporate governance 223
Ch. 15 Hedge funds and private equity 241
Conclusion 274
Notes 279
Index 325
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