Corporate Governance: Promises Kept, Promises Broken Book

Introduction Corporate governance as promise 1

Ch. 1 The goals of corporate governance : the dominant role of equity 18

Ch. 2 Corporate law and corporate governance 28

Ch. 3 Institutions and mechanisms of corporate governance : a taxonomy 46

Ch. 4 Boards of directors 51

Ch. 5 Case studies on boards of directors in corporate governance 69

Ch. 6 Dissident directors 90

Ch. 7 Formal external institutions of corporate governance : the role of the Securities and Exchange Commission, the stock exchanges, and the credit-rating agencies 105

Ch. 8 The market for corporate control 118

Ch. 9 Initial public offerings and private placements 127

Ch. 10 Governance by litigation : derivative lawsuits 130

Ch. 11 Accounting, accounting rules, and the accounting industry 155

Ch. 12 Quirky governance : insider trading, short selling, and whistle-blowing 165

Ch. 13 Shareholder voting 199

Ch. 14 The role of banks and other lenders in corporate governance 223

Ch. 15 Hedge funds and private equity 241

Conclusion 274

Notes 279

Index 325