Introduction
Glossary of Acronyms
Glossary of Governance Terms of Art
Part I: The Policy, Law, and Market Forces That Have Created the New Era of Corporate Governance
1 What Is Corporate Governance and Why Do We Care?
2 The Threshold Question of Corporate Governance: For Whose Benefit Are Corporations to Be Governed?
3 The Forces That Shape Corporate Governance
Part II: The Board-Centric Corporation
4 The Role of the Board
5 Assembling an Effective Board
6 Duties, Accountability, and Protections of Directors
7 Routine Board Operations
8 Special Situations
9 A Digression on Private Companies, Not-for-Profits, and Congress
Part III: Activism and the Threat of Shareholder-Centricity
10 Activists and Their Goals and Tools
11 The Case against Shareholder-Centricity
Part IV: Challenges to CEO Leadership
12 The Problem
13 Elements of a Solution
Acknowledgments
Appendix 1: Flowchart Illustrating Proxy Voting
Appendix 2: Template for an Oral Board Self-Evaluation
Appendix 3: Template for M&A Agendas
Appendix 4: Primer on Valuation Methodologies
Appendix 5: Summary of Key Percentages
List of Abbreviations in Notes
Notes
Index
About the Author