Corporate governance promises kept, promises broken - Macey, Jonathan R. (Princeton University Press, 2008)
Includes bibliographical references (pages 279-323) and index
Corporate governance as promise -- The goals of corporate governance : the dominant role of equity -- Corporate law and corporate governance -- Institutions and mechanisms of corporate governance : a taxonomy -- Boards of directors -- Case studies on boards of directors in corporate governance -- Dissident directors -- Formal external institutions of corporate governance : the role of the Securities and Exchange Commission, the stock exchanges, and the credit-rating agencies -- The market for corporate control -- Initial public offerings and private placements -- Governance by litigation : derivative lawsuits -- Accounting, accounting rules, and the accounting industry -- Quirky governance : insider trading, short selling and whistle-blowing -- Shareholder voting -- The role of banks and other lenders in corporate governance -- Hedge funds and private equity
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 t