corporate governance promises kept promises broken

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Corporate Governance

Author : Jonathan R. Macey
ISBN : 0691148023
Genre : Business & Economics
File Size : 68. 65 MB
Format : PDF, ePub, Docs
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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 the best protection against malfeasance by self-serving management: the market itself. Corporate governance, he shows, is about keeping promises to shareholders; failure to do so results in diminished investor confidence, which leads to capital flight and other dire economic consequences. Macey explains the relationship between corporate governance and the various market and nonmarket institutions and mechanisms used to control public corporations; he discusses how nonmarket corporate governance devices such as boards and whistle-blowers are highly susceptible to being co-opted by management and are generally guided more by self-interest and personal greed than by investor interests. In contrast, market-driven mechanisms such as trading and takeovers represent more reliable solutions to the problem of corporate governance. Inefficient regulations are increasingly hampering these important and truly effective corporate controls. Macey examines a variety of possible means of corporate governance, including shareholder voting, hedge funds, and private equity funds. Corporate Governance reveals why the market is the best guardian of shareholder interests.

Corporate Governance

Author : Jonathan R. Macey
ISBN : 9781400829781
Genre : Law
File Size : 32. 67 MB
Format : PDF, ePub
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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 the best protection against malfeasance by self-serving management: the market itself. Corporate governance, he shows, is about keeping promises to shareholders; failure to do so results in diminished investor confidence, which leads to capital flight and other dire economic consequences. Macey explains the relationship between corporate governance and the various market and nonmarket institutions and mechanisms used to control public corporations; he discusses how nonmarket corporate governance devices such as boards and whistle-blowers are highly susceptible to being co-opted by management and are generally guided more by self-interest and personal greed than by investor interests. In contrast, market-driven mechanisms such as trading and takeovers represent more reliable solutions to the problem of corporate governance. Inefficient regulations are increasingly hampering these important and truly effective corporate controls. Macey examines a variety of possible means of corporate governance, including shareholder voting, hedge funds, and private equity funds. Corporate Governance reveals why the market is the best guardian of shareholder interests.

Corporate Governance

Author : Jonathan R. Macey
ISBN : 0691129991
Genre : Business & Economics
File Size : 42. 45 MB
Format : PDF, Docs
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"A refreshing look at corporate governance that resonates in the real world. For example, Macey argues that so-called 'independent' directors are not really as independent as they appear and explains why the handpicked members of the boards of directors of publicly held companies often are more attentive to managers' interests than to shareholders' interests. Macey points out that there is something wrong with a corporate-governance system that regularly allows ostensibly independent corporate directors to refuse to permit shareholders to decide for themselves when to sell their own companies. Macey does an excellent job of explaining the legal and political problems that give too much power to incumbent managers and not enough to shareholders and free markets."--Carl Icahn "Macey's book is must reading for any serious student of corporate governance. He brings his usual keen analyses and fresh insights to a field where unexamined received wisdom and advocacy of me-too 'best practices' have too often been the norm."--John F. Olson, senior partner at Gibson, Dunn & Crutcher LLP "The ambition and achievement of this work is dazzling. Macey leaves no stone unturned in his penetrating examination of the system of American corporate governance. The book will doubtless be an important contribution to the longstanding debate over how best to support the bedrock role that the public corporation plays in the American economy."--Ronald J. Daniels, University of Pennsylvania "Intriguing, provocative, and readable. One comes away from this book with a good sense of why the institutions of corporate governance are not always what they seem, and why politics plays too large a role in the choice of what to embrace and what to shun. The existing literature on corporate governance is enriched by this book."--Donald C. Langevoort, Georgetown University "This book is important, interesting, and argumentative. It is wonderfully useful for bringing us up to date with how theory applies to an important set of issues and what those issues say about theory. "Corporate Governance" will be valuable to many readers, from faculty to students, from journalists to directors, from those who like the system we have to those who are critical of it, and from those who agree with the author and those who don't!"--Peter A. Gourevitch, coauthor of "Political Power and Corporate Control"

The Death Of Corporate Reputation

Author : Jonathan Macey
ISBN : 9780133039719
Genre : Business & Economics
File Size : 63. 63 MB
Format : PDF
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Why did the financial scandals really happen? Why are they continuing to happen? In The Death of Corporate Reputation, Yale's Jonathan Macey reveals the real, non-intuitive reason, and offers a new path forward. For over a century law firms, investment banks, accounting firms, credit rating agencies and companies seeking regular access to U.S. capital markets made large investments in their reputations. They treated customers well and sometimes endured losses in transactions or business deals in order to sustain and nurture their reputations as faithful brokers and “gate-keepers.” This has changed completely . The existing business model among leading participants in today’s capital markets no longer treats customers as valued clients whose trust must be earned and nurtured, but as one-off “counter-parties” to whom no duties are owed and no loyalty is required . The rough and tumble norms of the market-place have replaced the long-standing reputational model in U.S. finance. This book describes the transformation in American finance from the old reputational model to the existing laissez faire model and argues that the change came as a result of three factors: (1) the growth of reliance on regulation rather than reputation as the primary mechanism for protecting customers and (2) the increasing complexity of regulation, which made technical expertise rather than reputation the primary criterion on which customers choose who to do business with in today’s markets ; and (3) the rise of the “cult of personality” on Wall Street, which has led to a secular demise in the relevance of companies’ reputations and the concomitant rise of individual “rain-makers” reputation as the basis for premium pricing of financial services. This compelling book will drive the debate about the financial crisis and financial regulation for years to come -- both inside and outside the industry.

The Case For Big Government

Author : Jeff Madrick
ISBN : 9781400834808
Genre : Political Science
File Size : 25. 19 MB
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Political conservatives have long believed that the best government is a small government. But if this were true, noted economist Jeff Madrick argues, the nation would not be experiencing stagnant wages, rising health care costs, increasing unemployment, and concentrations of wealth for a narrow elite. In this perceptive and eye-opening book, Madrick proves that an engaged government--a big government of high taxes and wise regulations--is necessary for the social and economic answers that Americans desperately need in changing times. He shows that the big governments of past eras fostered greatness and prosperity, while weak, laissez-faire governments marked periods of corruption and exploitation. The Case for Big Government considers whether the government can adjust its current policies and set the country right. Madrick explains why politics and economics should go hand in hand; why America benefits when the government actively nourishes economic growth; and why America must reject free market orthodoxy and adopt ambitious government-centered programs. He looks critically at today's politicians--at Republicans seeking to revive nineteenth-century principles, and at Democrats who are abandoning the pioneering efforts of the Great Society. Madrick paints a devastating portrait of the nation's declining social opportunities and how the economy has failed its workers. He looks critically at today's politicians and demonstrates that the government must correct itself to address these serious issues. A practical call to arms, The Case for Big Government asks for innovation, experimentation, and a willingness to fail. The book sets aside ideology and proposes bold steps to ensure the nation's vitality.

Guide To Passing The Psi Real Estate Exam

Author : Lawrence Sager
ISBN : 0793188342
Genre : Business & Economics
File Size : 49. 64 MB
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This new edition provides the latest and most comprehensive information available to help students prepare for the PSI Real Estate Exam. Based on the PSI Examination Content Outline, this text offers more questions and answers than any other PSI book. Highlights: * Over 800 exam-style questions with rationales pinpoint subjects that require additional review. * Six practice exams--3 salesperson, 2 broker, and 1 math--help students prepare for the actual exam. * Content aligned with PSI exam outline. * Matching review quizzes help students focus on key terms.

Pay Without Performance

Author : Lucian A. Bebchuk
ISBN : 0674020634
Genre : Business & Economics
File Size : 62. 70 MB
Format : PDF, Mobi
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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 account of how pay practices--from option plans to retirement benefits--have decoupled compensation from performance and have camouflaged both the amount and performance-insensitivity of pay. Executives' unwonted influence over their compensation has hurt shareholders by increasing pay levels and, even more importantly, by leading to practices that dilute and distort managers' incentives. This book identifies basic problems with our current reliance on boards as guardians of shareholder interests. And the solution, the authors argue, is not merely to make these boards more independent of executives as recent reforms attempt to do. Rather, boards should also be made more dependent on shareholders by eliminating the arrangements that entrench directors and insulate them from their shareholders. A powerful critique of executive compensation and corporate governance, Pay without Performance points the way to restoring corporate integrity and improving corporate performance.

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