Bücher online kaufen
Corporate Governance
Besorgungstitel - wird vorgemerkt | Lieferzeit: Besorgungstitel - Lieferbar innerhalb von 10 Werktagen I
Artikel-Nr:
9780470972595
Veröffentl:
2011
Erscheinungsdatum:
15.08.2011
Seiten:
544
Autor:
Robert A G Monks
Gewicht:
1094 g
Format:
233x190x28 mm
Sprache:
Englisch
Beschreibung:
Robert A.G. Monks and Nell Minow are founders of GovernanceMetrics International, the leading independent research firm dedicated to corporate governance. Formerly principals of the Lens Fund and officers of Institutional Shareholder Services, Monks & Minow have also collaborated on two other books: Power and Accountability and Watching the Watchers.
In the wake of the recent global financial collapse the timely new edition of this successful text provides students and business professionals with a welcome update of the key issues facing managers, boards of directors, investors, and shareholders.
In addition to its authoritative overview of the history, the myth and the reality of corporate governance, this new edition has been updated to include:
* analysis of the financial crisis;
* the reasons for the global scale of the recession
* the failure of international risk management
* An overview of corporate governance guidelines and codes of practice;
* new cases.
Once again in the new edition of their textbook, Robert A. G. Monks and Nell Minow show clearly the role of corporate governance in making sure the right questions are asked and the necessary checks and balances in place to protect the long-term, sustainable value of the enterprise.
Features 18 case studies of institutions and corporations in crisis, and analyses the reasons for their fall (Cases include Lehman Brothers, General Motors, American Express, Time Warner, IBM and Premier Oil.)
In addition to its authoritative overview of the history, the myth and the reality of corporate governance, this new edition has been updated to include:
* analysis of the financial crisis;
* the reasons for the global scale of the recession
* the failure of international risk management
* An overview of corporate governance guidelines and codes of practice;
* new cases.
Once again in the new edition of their textbook, Robert A. G. Monks and Nell Minow show clearly the role of corporate governance in making sure the right questions are asked and the necessary checks and balances in place to protect the long-term, sustainable value of the enterprise.
Features 18 case studies of institutions and corporations in crisis, and analyses the reasons for their fall (Cases include Lehman Brothers, General Motors, American Express, Time Warner, IBM and Premier Oil.)
Cases in Point xiii
Preface xvii
Acknowledgments xxvii
Introduction - How to Use this Book 1
1. What is a Corporation? 3
Defining the Corporate Structure, Purpose, and Powers 5
Evolution of the Corporate Structure 6
The Purpose of a Corporation 9
Satisfying the human need for ambition, creativity, and meaning 9
Social structure 10
Efficiency and efficacy 10
Ubiquity and flexibility 11
Identity 11
Metaphor 1: The Corporation as a "Person" 12
Metaphor 2: The Corporation as a Complex Adaptive System 12
Are Corporate Decisions "Moral"? 14
Are Corporations Accountable? 16
Three Key External Mechanisms for Directing Corporate Behavior: Law, the Market, and Performance Measurement 18
Government: legislation, regulation, enforcement 18
What Does "Within the Limits of the Law" Mean? 20
When and how do you punish a corporation? 28
Probation of corporations 29
The problem of serial offenders 31
Securities analyst settlement 32
What is the role of shareholders in making this system work? 33
The market: too big to fail 36
The corporation and elections 40
Citizens united 41
The corporation and the law 45
A Market Test: Measuring Performance 47
Long term versus short term 50
Corporate decision making: whose interests does this "person"/adaptive creature serve? 55
Another (failed) market test: NGOs 61
Measuring value enhancement 62
GAAP 62
Market value 69
Earnings per share 70
EVA(r): economic value added 71
Human capital: "It's not what you own but what you know" 72
The "value chain" 73
Knowledge capital 74
The value of cash 74
Corporate "externalities" 79
Equilibrium: The Cadbury Paradigm 79
ESG: Environment, Social Governance - A New Way to Analyze Investment Risk and Value 83
Quantifying Nontraditional Assets and Liabilities 87
Future Directions 92
Summary and Discussion Questions 93
Notes 95
2. Shareholders: Ownership 101
Definitions 105
Early Concepts of Ownership 106
Early Concepts of the Corporation 107
A Dual Heritage: Individual and Corporate "Rights" 108
The Reinvention of the Corporation: Eastern Europe in the 1990s 110
The Evolution of the American Corporation 111
The Essential Elements of the Corporate Structure 115
The Mechanics of Shareholder Rights 117
The Separation of Ownership and Control, Part 1: Berle and Means 118
Fractionated Ownership 125
The Separation of Ownership and Control, Part 2: The Takeover Era 129
Waking the Sleeping Giant 134
A Framework for Shareholder Monitoring and Response 140
Ownership and Responsibility 141
No innocent shareholder 141
To Sell or Not to Sell: The Prisoner's Dilemma 143
Who the Institutional Investors Are 144
Bank trusts 145
Mutual funds 146
Insurance companies 149
Universities and foundations 149
Executive pay from the consumer side - a leading indicator of risk 150
Pension plans 154
The Biggest Pool of Money in the World 154
Pension plans as investors 164
Pension plans as owners 166
Public Pension Funds 169
Divestment initiatives 188
Economically targeted investments 189
AFSCME
Preface xvii
Acknowledgments xxvii
Introduction - How to Use this Book 1
1. What is a Corporation? 3
Defining the Corporate Structure, Purpose, and Powers 5
Evolution of the Corporate Structure 6
The Purpose of a Corporation 9
Satisfying the human need for ambition, creativity, and meaning 9
Social structure 10
Efficiency and efficacy 10
Ubiquity and flexibility 11
Identity 11
Metaphor 1: The Corporation as a "Person" 12
Metaphor 2: The Corporation as a Complex Adaptive System 12
Are Corporate Decisions "Moral"? 14
Are Corporations Accountable? 16
Three Key External Mechanisms for Directing Corporate Behavior: Law, the Market, and Performance Measurement 18
Government: legislation, regulation, enforcement 18
What Does "Within the Limits of the Law" Mean? 20
When and how do you punish a corporation? 28
Probation of corporations 29
The problem of serial offenders 31
Securities analyst settlement 32
What is the role of shareholders in making this system work? 33
The market: too big to fail 36
The corporation and elections 40
Citizens united 41
The corporation and the law 45
A Market Test: Measuring Performance 47
Long term versus short term 50
Corporate decision making: whose interests does this "person"/adaptive creature serve? 55
Another (failed) market test: NGOs 61
Measuring value enhancement 62
GAAP 62
Market value 69
Earnings per share 70
EVA(r): economic value added 71
Human capital: "It's not what you own but what you know" 72
The "value chain" 73
Knowledge capital 74
The value of cash 74
Corporate "externalities" 79
Equilibrium: The Cadbury Paradigm 79
ESG: Environment, Social Governance - A New Way to Analyze Investment Risk and Value 83
Quantifying Nontraditional Assets and Liabilities 87
Future Directions 92
Summary and Discussion Questions 93
Notes 95
2. Shareholders: Ownership 101
Definitions 105
Early Concepts of Ownership 106
Early Concepts of the Corporation 107
A Dual Heritage: Individual and Corporate "Rights" 108
The Reinvention of the Corporation: Eastern Europe in the 1990s 110
The Evolution of the American Corporation 111
The Essential Elements of the Corporate Structure 115
The Mechanics of Shareholder Rights 117
The Separation of Ownership and Control, Part 1: Berle and Means 118
Fractionated Ownership 125
The Separation of Ownership and Control, Part 2: The Takeover Era 129
Waking the Sleeping Giant 134
A Framework for Shareholder Monitoring and Response 140
Ownership and Responsibility 141
No innocent shareholder 141
To Sell or Not to Sell: The Prisoner's Dilemma 143
Who the Institutional Investors Are 144
Bank trusts 145
Mutual funds 146
Insurance companies 149
Universities and foundations 149
Executive pay from the consumer side - a leading indicator of risk 150
Pension plans 154
The Biggest Pool of Money in the World 154
Pension plans as investors 164
Pension plans as owners 166
Public Pension Funds 169
Divestment initiatives 188
Economically targeted investments 189
AFSCME
Lieferung vom Verlag mit leichten Qualitätsmängeln möglich