5e Corporate Governance - Monks, Robert A. G

Contents

Cover

Title Page Copyright Cases in Point

Chapter 1 Chapter 2 Chapter 3 Chapter 4 Chapter 5

Preface

Notes

Acknowledgments Introduction — How to Use this Book

How to Use This Book

Chapter 1: What is a Corporation?

Defining the Corporate Structure, Purpose, and Powers Evolution of the Corporate Structure The Purpose of a Corporation Metaphor 1: The Corporation as a “person” Metaphor 2: The Corporation as a Complex Adaptive System Are Corporate Decisions “Moral”? Are Corporations Accountable? Three Key External Mechanisms for Directing Corporate Behavior: Law, The Market, and Performance Measurement What does “Within the Limits of the Law” Mean? A Market Test: Measuring Performance Equilibrium: The Cadbury Paradigm Esg: Environment, Social Governance – A New Way to Analyze Investment Risk

and Value Quantifying Nontraditional Assets and Liabilities Future Directions Summary and Discussion Questions Notes

Chapter 2: Shareholders: Ownership

Definitions Early Concepts of Ownership EARLY CONCEPTS OF THE CORPORATION A Dual Heritage: Individual and Corporate “RIGHTS” The Reinvention Of The Corporation: Eastern Europe In The 1990S The Evolution Of The American Corporation The Essential Elements Of The Corporate Structure The Mechanics Of Shareholder Rights 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 Shareholder Monitoring and Response Ownership and Responsibility No Innocent Shareholder To Sell Or Not To Sell: The Prisoner's Dilemma Who The Institutional Investors Are The Biggest Pool Of Money In The World Public Pension Funds Private Pension Funds The Sleeping Giant Awakens: Shareholder Proxy Proposals on Governance Issues Focus on The Board Hedge Funds Synthesis: Hermes Investing in Activism New Models and New Paradigms

New Models and New Paradigms The “Ideal Owner” Pension Funds...