The New Corporate Governance in Theory and Practice
By (author) Stephen M. Bainbridge
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New Corporate Governance in Theory and Practice by Stephen M. Bainbridge
Book DescriptionForty years ago, managerialism dominated corporate governance. In both theory and practice, a team of senior managers ran the corporation with little or no interference from other stakeholders. Shareholders were essentially powerless and typically quiescent. Boards of directors were little more than rubber stamps. Today, the corporate governance landscape looks vastly different. The fall-out from the post-Enron scandal and implementation of the Sarbanes-Oxley Act have resulted in shareholder activism becoming more widespread, while many observers call for even greater empowerment. The notion that the board of directors is a mere pawn of top management is increasingly invalid, and as a result, modern boards of directors typically are smaller than their antecedents, meet more often, are more independent from management, own more stock, and have better access to information. The New Corporate Governance in Theory and Practice offers an interdisciplinary analysis of the emerging board-centered system of corporate governance. It draws on doctrinal legal analysis, behavioral economic insights into how individuals and groups make decisions, the work of new institutional economics on organizational structure, and management studies of corporate governance. Using those tools, Stephen Bainbridge traces the process by which this new corporate governance system emerged, and explores whether such changes are desirable or effective.
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Book DetailsISBN: 9780195337501
(242mm x 164mm x 20mm)
Imprint: Oxford University Press Inc
Publisher: Oxford University Press Inc
Publish Date: 14-Aug-2008
Country of Publication: United States
Books By Author Stephen M. Bainbridge
Complete Guide to Sarbanes-Oxley, Paperback (August 2007)» View all books by Stephen M. Bainbridge
Answers the questions such as: How do companies comply with SOX? How does SOX effect relations within the firm? Should a public company go private to avoid SOX? This guide is suitable for the managers and directors of the 13,000 publicly held corporations subject to SOX.
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Author Biography - Stephen M. Bainbridge
Stephen Bainbridge is the William D. Warren Professor of Law at UCLA, where he currently teaches Business Associations, Unincorporated Business Associations, and Advanced Corporation Law. He previously taught at the University of Illinois Law School, where he received the 'Best Instructor Award' from the Class of 1990. He also taught at the Harvard Law School, La Trobe University in Melbourne, Australia, and at the Aoyama Gakuin University in Tokyo. Professor Bainbridge has published several books and over 50 law review articles on a variety of topics, but with a strong emphasis on the law and economics of public corporations. He currently serves on the Editorial Advisory Board of the Journal of Markets and Morality and the Executive Committee of the Federalist Society's Corporations, Securities, & Antitrust Group.
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