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Pay Without Performance
The company is under-performing, its share price is trailing, and the CEO gets...a multi-million-dollar raise. This story is familiar, for good reason: as this book clearly demonstrates, structural flaws in corporate governance have produced widespread distortions in executive pay. Pay without Performance presents a disconcerting portrait of managers' influence over their own pay--and of a governance system that must fundamentally change if firms are to be managed in the interest of shareholders. Lucian Bebchuk and Jesse Fried demonstrate that corporate boards have persistently failed to negotiate at arm's length with the executives they are meant to oversee. They give a richly detailed acco...
Corporate Law and Economic Analysis
The past decade has brought certain corporate transactions and arrangements to the forefront of public attention and debate. At the same time, a new mode of corporate law analysis has been developed--one that uses economics to identify the consequences and desirable features of corporate law rules. This collection of papers uses economic analysis to study some of the main issues in corporate law. By collecting work at the frontier of this method of analysis, the volume provides a clear picture of the power, current state, and future direction of the economic analysis of corporate law. Written by some of the most prominent contributors to the field, many of the papers focus directly on the corporate control transactions that have attracted much interest and controversy in the past decade--corporate takeovers, buyouts, recapitalizations, and reorganizations.
Hedge Fund Activism
Hedge Fund Activism begins with a brief outline of the research literature and describes datasets on hedge fund activism.
Perspectives on Corporate Governance
The events that began with the collapse of Enron, WorldCom, Tyco, and Adelphia and continued into the financial crisis of 2008 teach us an important lesson: corporate governance matters. Although it is widely acknowledged that good corporate governance is a linchpin of good corporate performance, how can one improve corporate governance and its impact on corporate and overall economic performance. This book offers a diverse and forward-looking set of approaches from experts, covering the major areas of corporate governance reform and analyzing the full range of issues and concerns. Written to be both theoretically rigorous and grounded in the real world, the book is well suited for practicing lawyers, managers, lawmakers, and analysts, as well as academics conducting research or teaching a wide range of courses in law schools, business schools, and economics departments.
Concentrated Corporate Ownership
Standard economic models assume that many small investors own firms. This is so in most large U.S. firms, but wealthy individuals or families generally hold controlling blocks in smaller U.S. firms and in all firms in most other countries. Given this, the lack of theoretical and empirical work on tightly held firms is surprising. What corporate governance problems arise in tightly held firms? How do these differ from corporate governance problems in widely held firms? How do control blocks arise and how are they maintained? How does concentrated ownership affect economic growth? How should we regulate tightly held firms? Drawing together leading scholars from law, economics, and finance, this volume examines the economic and legal issues of concentrated ownership and their impact on a shifting global economy.
Convergence and Persistence in Corporate Governance
Corporate governance is on the reform agenda all over the world. How will global economic integration affect the different systems of corporate ownership and governance? Is the Anglo-American model of shareholder capitalism destined to become the template for a converging global corporate governance standard or will the differences persist? This reader contains classic work from leading scholars addressing this question as well as several new essays. In a sophisticated political economy analysis that is also attuned to the legal framework, the authors bring to bear efficiency arguments, politics, institutional economics, international relations, industrial organization, and property rights. These questions have become even more important in light of the post-Enron corporate governance crisis in the United States and the European Union's repeated efforts at corporate integration. This will become a key text for postgraduates and academics.
Pay Without Performance
Provides a detailed account of how corporate boards have failed to negotiate with executives and how pay practices have decoupled compensation from performance, leading to practices that dilute manager incentives and hurt shareholders.
Grow the Pie
A Financial Times Book of the Year 2020! Should companies be run for profit or purpose? In this ground-breaking book, acclaimed finance professor and TED speaker Alex Edmans shows it's not an either-or choice. Drawing from real-life examples spanning industries and countries, Edmans demonstrates that purpose-driven businesses are consistently more successful in the long-term. But a purposeful company must navigate difficult trade-offs and take tough decisions. Edmans provides a roadmap for company leaders to put purpose into practice, and overcome the hurdles that hold many back. He explains how investors can discern which companies are truly purposeful and how to engage with them to unleash value for both shareholders and society. And he highlights the role that citizens can play in reshaping business to improve our world. This edition has been thoroughly updated to include the pandemic, the latest research, and new insights on how to make purpose a reality.
Shareholder-driven Corporate Governance
The book develops a concept--shareholder-driven corporate governance--to explain the role of powerful shareholders and to defend a regulatory scheme that furthers their participation in corporate decision-making. In doing so, the book considers a number of areas where more work is required to effectively regulate our capital markets. Ultimately, the book identifies an important trend in capital markets, highlights our reasons for fostering this trend, and discusses the path that regulation can and should take in order to protect investors and create well-regulated markets.
The Federalization of Corporate Governance
This book focuses on the federalization of corporate governance in the United States from both historical and contemporary perspectives. Although the states traditionally have regulated the sphere of corporate governance - encompassing the relations among and between the subject corporation, its directors, its officers, its stockholders, and other stakeholders - federal law today impacts the governance of publicly-traded companies to a greater degree than ever before in U.S. history. This book discusses the evolution and development of corporate governance from a federal law perspective from the commencement of the twentieth century to the present. It examines the tension between state company law and federal law, analyzes the federal historical developments, explains the ramifications of the federal legislation enacted during the past two decades, and recommends corrective measures that should be implemented. The book accordingly provides an original, historical, and contemporary analysis of the federalization of corporate governance - a subject that impacts this country's economic well-being in a very fundamental way.
