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This is the first comprehensive textbook to focus on corporate governance - the most important development in business over the last decade. The abuses and excesses of the takeover era and the exponential growth of the institutional investor have transformed the roles of the shareholders, managers, and the directors of publicly held companies.
Including selected outside materials and extensive case studies on companies such as American Express, General Motors and Time Warner, this text illuminates and explains the complexities of corporate governance.
An indispensable resource for undergraduate and MBA students of business, law and public policy.

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CONTENTS
List of cases in point = xii
Foreword / B. Minoru Makihara = xiv
Acknowledgements = xvi
Introduction = 1
1 What is a Corporation? = 7
  Definitions = 7
  Evolution of the Corporate Structure = 9
  The Purpose of a Corporation = 14
    Human satisfaction = 14
    Social structure = 14
    Efficiency and efficacy = 15
    Ubiquity and flexibility = 15
    Identity = 16
  The Corporation as a "Person" = 16
  The Corporation as a "Moral Person" = 17
  The Corporation in Society = 20
    The marketplace = 21
  A Proposal for Change = 22
  Corporate Power and Corporate Performance = 22
  Corporate Crime: "Within the Limits of the Law" = 26
    Probation of corporations = 28
  Corporations and Government: Co-opting the Market = 33
  Measuring Performance = 35
  Balancing interests = 37
  Good and Bad Corporations? = 42
  Equilibrium: The Cadbury Paradigm = 45
  Measuring Value Enhancement = 47
  GAAP = 48
  Market Value = 55
  Franchise = 56
   EVATM : Economic Value Added = 57
  Human Capital: "It's not what you own but what you know = 58
  The Value of Cash = 59
  Corporate "Externalities" = 64
  Non-Economic Considerations in Corporate Management = 74
2 Shareholders: Ownership = 84
  Definitions = 84
  Early Concepts of Ownership = 86
  Early Concepts of the Corporation = 87
  A Dual Heritage: Individual and Corporate "Rights" = 88
  The Re-invention of the Corporation: Eastern Europe in the 1990s = 90
  The Evolution of the American Corporation = 91
  The Essential Elements of the Corporate Structure = 95
  The Separation of Ownership and Control, Part 1: Berle and Means = 98
  Fractionated Ownership = 103
  The Separation of Ownership and Control, Part 2: The Takeover Era = 107
  A Framework for Participation = 116
  Ownership and Responsibility = 116
  No Innocent Shareholder = 116
  To Sell or Not To Sell: The Prisoner's Dilemma = 119
  Who the Institutional Investors Are = 120
  The Biggest Pool of Money in the World = 124
  Pension Plans as Investors = 131
  Pension Plans as Owners = 132
  Public Pension Funds = 134
  Economically Targeted Investments = 138
  Federal Employee Retirement System = 139
  TIAA-CREF = 142
  Private Pension Funds = 143
  The Sleeping Giant Awakens: Shareholder Proxy Proposals on Governance Issues = 148
  Focus on the Board = 153
  SEC's Proxy Reform = 154
  Investing in Activism = 156
  New Models and New Paradigms = 157
  The "Ideal Owner" = 163
  Pension Funds as "Ideal Owners" = 166
  Is the "Ideal Owner" Enough? = 167
3 Directors: Monitoring = 178
  Introduction = 178
  A Brief History of Anglo-American Boards = 180
  Today's Typical Boards = 181
  Board Duties: The Legal Framework = 182
  The Board-Management Relationship = 184
  Information Flow = 185
  The CEO-Chairman = 189
  Catch 22: The Ex-CEO as Director = 191
  Director Nomination = 193
  Director Compensation = 197
  Interlocks = 198
  Time and Money = 198
  The Director's Role :In Crisis = 200
  "Independent" Outside Directors = 202
  Director Election = 206
  Staggered Boards = 207
  Confidential Voting = 207
  Impact of the Takeover Era on the Role of the Board = 209
  The Delaware Factor = 209
  How Did Boards Respond? = 212
    Recommendations for the future = 215
  The Future of Director Compensation = 216
  Increasing Independent Directors' Authority = 217
    Martin Lipton's "Quinquennium" proposal = 218
    "A market for independent directors" = 218
    "Designated director" = 220
    "Just vote no" = 220
    "Compact for Owners and Directors" = 221
    Board evaluation = 221
    Lipton/Lorsch's "Modest Proposal" = 221
  Making Directors Genuinely Independent = 223
  Involvement by Shareholders = 224
4 Management: Performance = 230
  Introduction = 230
  What Do We Want from the CEO? = 232
  Quality: The Value of TQM = 232
  "Dinosaurs" = 234
  Executive Compensation = 238
  Stock Options = 242
  Restricted Stock = 244
  Shareholder Concerns: Several Ways to Pay Day = 244
  Future Directions = 246
  Employees: Compensation and Ownership = 247
  Employee Stock Ownership Plans = 253
  Mondrag o ´ n and Symmetry: Integration of Employees, Owners, and Directors = 257
  Conclusion = 264
5 International Governance = 268
  The Global Picture = 268
  Japan = 271
    Corporate governance in Japan: A report by Oxford Analytica = 272
    The coming of reform? A report by Institutional Shareholder Services Inc., Global Services = 278
  Germany = 287
    Corporate governance in Germany: A report by Oxford Analytica = 287
    Signs of change = 296
  France = 299
  United Kingdom = 303
  The European Community: The Goal of "Harmonization" = 306
  The Russian Republic = 308
    Russia: Where outside shareholders are key = 311
  Other Nations, Other Models = 313
    Canada = 313
    Australia = 314
    New Zealand = 316
    Hong Kong = 317
    Singapore = 317
    Switzerland = 320
    Sweden = 321
6 Case Studies: Corporations in Crisis = 327
  General Motors = 327
    General Motors and Pierre du Pont = 327
    General Motors: What Went Wrong? = 331
    General Motors and Ross Perot = 353
    General Motors After Perot: Smith and Stempel = 360
  American Express = 372
  Time Warner = 385
  Sears, Roebuck & Co = 399
  Armand Hammer and Occidental Petroleum = 412
  Polaroid = 416
  Carter Hawley Hale = 428
  Eastman Kodak = 440
Appendices
  1 "The State of Corporate Governance" / Ira M. Millstein = 445
  2 The Board of Directors / Ira M. Millstein = 465
  3 "Our Schizophrenic Conception of the Business Corporation" / William T. Allen = 468
  4 "Redefining the Role of Outside Directors in an Age of Global Competition" / William T. Allen = 487
  5 "The Ideal Board" / Nell Minow ; Kit Bingham = 496
  6 "The Chairman/CEO. . . Separation: View One" / Hugh Parker = 502
  7 "Distinguishing 'Ownership' and 'Control' in the 1990s" / Ira M. Millstein = 506
  8 General Motors' Board Guidelines on Significant Corporate Governance Issues = 524
  9 Pension and Welfare Benefits Administration, Department of Labor, "Shareholder Activities" = 530
  10 The Working Group on Corporate Governance, "A New Compact for Owners and Directors" = 532
Index of names = 537
Subject index = 547