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Corporate Governance : Promises Kept, Promises Broken / Jonathan R. Macey.

By: Material type: TextTextPublisher: Princeton, NJ : Princeton University Press, [2008]Copyright date: ©2008Edition: Course BookDescription: 1 online resource (344 p.) : 1 line illus. 5 tablesContent type:
Media type:
Carrier type:
ISBN:
  • 9780691148021
  • 9781400829781
Subject(s): Other classification:
  • online - DeGruyter
Online resources: Available additional physical forms:
  • Issued also in print.
Contents:
Frontmatter -- Content -- Preface -- Introduction. Corporate Governance As Promise -- Chapter 1. The Goals Of Corporate Governance -- Chapter 2. Corporate Law And Corporate Governance -- Chapter 3. Institutions And Mechanisms Of Corporate Governance -- Chapter 4. Boards Of Directors -- Chapter 5. Case Studies On Boards Of Directors In Corporate Governance -- Chapter 6. Dissident Directors -- Chapter 7. Formal External Institutions Of Corporate Governance -- Chapter 8. The Market For Corporate Control -- Chapter 9. Initial Public Offerings And Private Placements -- Chapter 10. Governance By Litigation: Derivative Lawsuits -- Chapter 11. Accounting, Accounting Rules, And The Accounting Industry -- Chapter 12. Quirky Governance: Insider Trading, Short Selling, And Whistle-Blowing -- Chapter 13. Shareholder Voting -- Chapter 14. The Role Of Banks And Other Lenders In Corporate Governance -- Chapter 15. Hedge Funds And Private Equity -- Conclusion -- Notes -- Index
Summary: Even in the wake of the biggest financial crash of the postwar era, the United States continues to rely 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.
Holdings
Item type Current library Call number URL Status Notes Barcode
eBook eBook Biblioteca "Angelicum" Pont. Univ. S.Tommaso d'Aquino Nuvola online online - DeGruyter (Browse shelf(Opens below)) Online access Not for loan (Accesso limitato) Accesso per gli utenti autorizzati / Access for authorized users (dgr)9781400829781

Frontmatter -- Content -- Preface -- Introduction. Corporate Governance As Promise -- Chapter 1. The Goals Of Corporate Governance -- Chapter 2. Corporate Law And Corporate Governance -- Chapter 3. Institutions And Mechanisms Of Corporate Governance -- Chapter 4. Boards Of Directors -- Chapter 5. Case Studies On Boards Of Directors In Corporate Governance -- Chapter 6. Dissident Directors -- Chapter 7. Formal External Institutions Of Corporate Governance -- Chapter 8. The Market For Corporate Control -- Chapter 9. Initial Public Offerings And Private Placements -- Chapter 10. Governance By Litigation: Derivative Lawsuits -- Chapter 11. Accounting, Accounting Rules, And The Accounting Industry -- Chapter 12. Quirky Governance: Insider Trading, Short Selling, And Whistle-Blowing -- Chapter 13. Shareholder Voting -- Chapter 14. The Role Of Banks And Other Lenders In Corporate Governance -- Chapter 15. Hedge Funds And Private Equity -- Conclusion -- Notes -- Index

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Even in the wake of the biggest financial crash of the postwar era, the United States continues to rely 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.

Issued also in print.

Mode of access: Internet via World Wide Web.

In English.

Description based on online resource; title from PDF title page (publisher's Web site, viewed 30. Aug 2021)