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19 books match the query 'Corporate governance'

cover of A History of Corporate Governance around the World: Family Business Groups to Professional Managers

A History of Corporate Governance around the World

Family Business Groups to Professional Managers

Edited by Randall K. Morck

University of Chicago Press, 2005

For many Americans, capitalism is a dynamic engine of prosperity that rewards the bold, the daring, and the hardworking. But to many outside the United States, capitalism seems like an initiative that serves only to concentrate power and wealth in the hands of a few hereditary oligarchies. As A History of Corporate Governance around the World shows, neither conception is wrong.

In this volume, some of the brightest minds in the field of economics present new empirical research that suggests that each side of the debate has something to offer the other. Free enterprise and well-developed financial systems are proven to produce growth in those countries that have them. But research also suggests that in some other capitalist countries, arrangements truly do concentrate corporate ownership in the hands of a few wealthy families.

A History of Corporate Governance around the World provides historical studies of the patterns of corporate governance in several countries-including the large industrial economies of Canada, France, Germany, Italy, Japan, the United Kingdom, and the United States; larger developing economies like China and India; and alternative models like those of the Netherlands and Sweden.
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cover of CEO Leadership: Navigating the New Era in Corporate Governance

CEO Leadership

Navigating the New Era in Corporate Governance

Thomas A. Cole

University of Chicago Press, 2019

Corporate governance for public companies in the United States today is a fragile balance between shareholders, board members, and CEOs. Shareholders, who are focused on profits, put pressure on boards, who are accountable for operations and profitability. Boards, in turn, pressure CEOs, who must answer to the board while building their own larger vision and strategy for the future of the company. In order for this structure to be successful in the long term, it is imperative that boards and CEOs come to understand each other’s roles and how best to work together.
 
Drawing on four decades of experience advising boards and CEOs on how to do just that, Thomas A. Cole offers in CEO Leadership a straightforward and accessible guide to navigating corporate governance today. He explores the recurring question of whose benefit a corporation should be governed for, along with related matters of corporate social responsibility, and he explains the role of laws, market forces, and politics and their influence on the governance of public companies. For corporate directors, he provides a comprehensive examination of the roles, responsibilities, and accountability the role entails, while also offering guidance on how to be as effective as possible in addressing both routine corporate matters and special situations such as mergers and acquisitions, succession, and corporate crises. In addition, he offers practical suggestions for CEOs on leadership and their interactions with boards and shareholders. Cole also mounts a compelling case that a corporate culture that celebrates diversity and inclusion and has zero tolerance for sexual misconduct is critical to long-term business success.
 
Filled with vignettes from Cole’s many years of experience in the board room and C-suite, CEO Leadership is an invaluable resource for current and prospective directors, CEOs, and other senior officers of public companies as well as the next generation of corporate leaders and their business and financial advisors. 
 
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cover of Cash, Crisis, and Corporate Governance: The Role of National Financial Systems in Industrial Restructuring

Cash, Crisis, and Corporate Governance

The Role of National Financial Systems in Industrial Restructuring

Victoria Marklew

University of Michigan Press, 1995

This study chronicles four large manufacturers during a period of crisis and restructuring when they needed vast sums of money just to survive -- let alone adapt to remain competitive. By focusing on how these firms found financing, Victoria Marklew shows that the way national financial systems channel money to industry is the key issue in industrial competitiveness. The author challenges the traditional approach in comparative political economy by starting her analysis of government-industry relations at the level of the firm. By so doing, the author is able to chart in a unique way the role governments play in setting the boundaries of financial systems and to show how these boundaries fundamentally determine the kinds of financing to which a firm has access. The case studies (comparing the British Steel Corporation's passage from state to private ownership, the French steel industry's evolution into the nationalized Usinor Sacilor, British Leyland's transition from a nationalized company to two privately-owned firms, and Peugeot SA's rise to a dominant firm in the French private sector) dramatically prove that whether ownership is public or private has little to do with a firm's ability to survive a crisis. By extending her arguments to the United States, Germany, and Japan, the author shows how apparently very different governments in fact behave remarkably similarly, highlighting more accurately where the key differences among them lie and what the consequences of these differences are.
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cover of Company Men: The Invention of Shareholder Value and the Splintering of the American Economy

Company Men

The Invention of Shareholder Value and the Splintering of the American Economy

Sean Delehanty

University of Chicago Press, 2025

How an esoteric economic theory—and its most devout believers—changed the world forever.

In the modern economy, stock price is king. The value of a corporation is measured in how it enriches its shareholders, even when doing so subtracts from long-term growth or social good. Greed, in the last half-century of corporate practice, has become very good. Company Men is a sweeping intellectual history of how shareholder value rose from the lesser-known edges of academic theory to the vanguard of corporate practice.

Historian Sean Delehanty marshals archival resources to reveal how a group of motivated consultants, activist investors, and academic economists successfully branded shareholder value as the antidote to problems of management and economic stagnation in the 1970s. In their success, they created a class of well-heeled managers who executed shareholder-value theory as an everyday practice—and at the expense of most everything else. Delehanty’s history of the modern American corporation is a sobering account of the business regime that would rule the world and produce no shortage of regrets—even amongst those who championed it. Company Men is intellectual history at its most vital, offering a surprising origin story of our economy’s discontents.

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cover of Concentrated Corporate Ownership

Concentrated Corporate Ownership

Edited by Randall K. Morck

University of Chicago Press, 2000

Standard economic models assume that many small investors own firms. This is so in most large U.S. firms, but wealthy individuals or families generally hold controlling blocks in smaller U.S. firms and in all firms in most other countries. Given this, the lack of theoretical and empirical work on tightly held firms is surprising.

What corporate governance problems arise in tightly held firms? How do these differ from corporate governance problems in widely held firms? How do control blocks arise and how are they maintained? How does concentrated ownership affect economic growth? How should we regulate tightly held firms?
Drawing together leading scholars from law, economics, and finance, this volume examines the economic and legal issues of concentrated ownership and their impact on a shifting global economy.
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cover of Corporate Governance in Central Europe and Russia: Banks, Funds, and Foreign Investors

Corporate Governance in Central Europe and Russia

Banks, Funds, and Foreign Investors

Roman Frydman

Central European University Press, 1996

The studies in this two-volume work shed new light on the range and viability of the emerging corporate governance institutions in the transitional economies of Central Europe. Regional specialists and experts on corporate governance in advanced economies examine the emerging forms of ownership and complementary monitoring institutions in leading transition companies.
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cover of Corporate Governance in Central Europe and Russia: Insiders and the State

Corporate Governance in Central Europe and Russia

Insiders and the State

Andrzej Rapaczynski

Central European University Press, 1996

The studies in this two-volume work shed new light on the range and viability of the emerging corporate governance institutions in the transitional economies of Central Europe. Regional specialists and experts on corporate governance in advanced economies examine the emerging forms of ownership and complementary monitoring institutions in leading transition companies.
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cover of Corporate Sovereignty: Law and Government under Capitalism

Corporate Sovereignty

Law and Government under Capitalism

Joshua Barkan

University of Minnesota Press, 2013

Refinery explosions. Accounting scandals. Bank meltdowns. All of these catastrophes—and many more—might rightfully be blamed on corporations. In response, advocates have suggested reforms ranging from increased government regulation to corporate codes of conduct to stop corporate abuses. Joshua Barkan writes that these reactions, which view law as a limit on corporations, misunderstand the role of law in fostering corporate power.

In Corporate Sovereignty, Barkan argues that corporate power should be rethought as a mode of political sovereignty. Rather than treating the economic power of corporations as a threat to the political sovereignty of states, Barkan shows that the two are ontologically linked. Situating analysis of U.S., British, and international corporate law alongside careful readings in political and social theory, he demonstrates that the Anglo-American corporation and modern political sovereignty are founded in and bound together through a principle of legally sanctioned immunity from law. The problems that corporate-led globalization present for governments result not from regulatory failures as much as from corporate immunity that is being exported across the globe.

For Barkan, there is a paradox in that corporations, which are legal creations, are given such power that they undermine the sovereignty of states. He notes that while the relationship between states and corporations may appear adversarial, it is in fact a kind of doubling in which state sovereignty and corporate power are both conjoined and in conflict. Our refusal to grapple with the peculiar nature of this doubling means that some of our best efforts to control corporations unwittingly reinvest the sovereign powers they oppose.

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cover of Corporate Stakeholder Democracy: Politicizing Corporate Social Responsibility

Corporate Stakeholder Democracy

Politicizing Corporate Social Responsibility

Robert Braun

Central European University Press, 2019

Most practitioners and decision makers look at corporate social responsibility (CSR) as a socially responsible management practice on top of what company leaders generally do: focus on the sustainable, long term financial profitability of their corporation. This book focuses on a political understanding of CSR: the author bridges politics with corporate social responsibility and in a creative and provocative manner. Braun seeks to explore why and how corporations are to be seen as political actors with important roles in our current societies. The first part discusses the social context, the various stakeholder approaches and it also endeavors – with the help of the historic/political parallel of the bourgeois revolutions in the 19th century – to define the corporate polity. The second part analyses the new kind of political operational logic from the viewpoint of the different areas of corporate operation; it gives an overview of the consequences for the individual areas of operation and indicates how corporate policy can be realized in the given field of operation. The third part of the book introduces the institutions necessary for the creation of the corporate polity.
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cover of Good Company: Economic Policy after Shareholder Primacy

Good Company

Economic Policy after Shareholder Primacy

Lenore Palladino

University of Chicago Press, 2024

On the faulty intellectual origins of shareholder primacy—and how policy can win back what’s been lost.

In an era of shareholder primacy, share price is king. Businesses operate with short-term goals to deliver profits to shareholders, enjoying stability (and bonuses) in the process. While the public bemoans the doctrine for its insularity and wealth-consolidating effects, its influence over corporate governance persists. Good Company offers an exacting argument for why shareholder primacy was never the right model to follow for truly understanding how corporations operate.

Lenore Palladino shows that corporations draw power from public charters—agreements that allow corporations to enjoy all manner of operational benefits. In return, companies are meant to innovate for the betterment of the societies that support them. However, that debt—increasingly wielded for stock buybacks and shareholder bonuses—is not being repaid. Palladino theorizes a modern corporation that plays its intended role while delivering social and economic good in the process and offers tangible policy solutions to make this a reality. Good Company is both an expert introduction to the political economy of the firm—as it was, as it is, as it can be—and a calibrating examination of how public policy can shape companies, and societies, for the better.

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cover of Governance, Regulation, and Privatization in the Asia-Pacific Region

Governance, Regulation, and Privatization in the Asia-Pacific Region

Edited by Takatoshi Ito and Anne O. Krueger

University of Chicago Press, 2004

Over the last twenty-five years, there has been an acceleration in the move from government regulation towards privatization. Governance, Regulation, and Privatization in the Asia-Pacific Region is the first thoroughgoing account of the relative success of the different approaches to privatization as undertaken in Korea, China, Australia, and Japan.

In most contexts, privatization is expected to yield greater efficiency and cost effectiveness while avoiding the corruption and bloated budgets of government regulation or monopoly control. But broad-scale privatization, if ill designed, has also yielded its share of difficulties in East Asia. Privatization sometimes has created a vacuum in corporate governance for some of the region's most important industries and in some cases merely reinstated the monopoly-like configurations. The papers presented in this book discuss the experiences of privatization in several industries, including railroad and telecom, corporate governance problems, accounting issues, and challenges for the future in East Asian countries.

The first section is theoretical in nature and proposes boundaries among government protection, market freedom, and shareholder expectations. The second part is constituted by country case studies, beginning with an analysis of both the Korean financial crisis that followed its 1997 law to privatize large, public sector corporations and the new ways Korean corporations finance themselves. Following is an evaluation of China's approach to privatization, with an in-depth look at the financial transitions of companies slated for initial public offering.

Providing provocative examples of the methods of privatization in the Asia-Pacific region specifically, these papers will be of huge import to any economist or policymaker interested in transposing those successes for their own region.
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cover of Law & Capitalism: What Corporate Crises Reveal about Legal Systems and Economic Development around the World

Law & Capitalism

What Corporate Crises Reveal about Legal Systems and Economic Development around the World

Curtis J. Milhaupt and Katharina Pistor

University of Chicago Press, 2008

Recent high-profile corporate scandals—such as those involving Enron in the United States, Yukos in Russia, and Livedoor in Japan—demonstrate challenges to legal regulation of business practices in capitalist economies. Setting forth a new analytic framework for understanding these problems, Law and Capitalism examines such contemporary corporate governance crises in six countries, to shed light on the interaction of legal systems and economic change. This provocative book debunks the simplistic view of law’s instrumental function for financial market development and economic growth.
            Using comparative case studies that address the United States, China, Germany, Japan, Korea, and Russia, Curtis J. Milhaupt and Katharina Pistor argue that a disparate blend of legal and nonlegal mechanisms have supported economic growth around the world. Their groundbreaking findings show that law and markets evolve together in a “rolling relationship,” and legal systems, including those of the most successful economies, therefore differ significantly in their organizational characteristics. Innovative and insightful, Law and Capitalism will change the way lawyers, economists, policy makers, and business leaders think about legal regulation in an increasingly global market for capital and corporate governance.
 
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cover of Nonprofit Governance: The Why, What, and How of Nonprofit Boardship

Nonprofit Governance

The Why, What, and How of Nonprofit Boardship

John Tropman and Thomas J. Harvey

University of Scranton Press, 2009

This thorough volume offers up-to-date information and practical guidelines for board members and executives of nonprofit organizations large and small. Among the topics addressed are the historical roots of the voluntary sector in America, a complete discussion of the key responsibilities of nonprofit boards, suggestions for board organization, appropriate protocol for meetings, legal issues affecting nonprofit groups, and useful tools for self-assessment. This guide will be indispensable to the almost two million nonprofit organizations existing in the United States today.

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cover of Seeking the Best Master: State Ownership in the Varieties of Capitalism

Seeking the Best Master

State Ownership in the Varieties of Capitalism

Miklós Szanyi

Central European University Press, 2020

The economic crisis of 2008–2009 signaled the end of the Post-Washington Consensus on restricting the role of the state in economic and development policy. Since then, state ownership and state intervention have increased worldwide. This volume offers a comparative analysis of the evolution of direct state intervention in the economy through state-owned companies in Austria, Brazil, France, Germany, Hungary, Poland, Turkey, Singapore, and Slovenia. Each case study includes substantial explanations of historical, cultural, and institutional contexts. All the contributors point to the complex nature of the current revival in state economic interventions. The few models that are successful cannot hide the potential problems of excessive state intervention, linked to high levels of moral hazard. State-owned enterprises are primary tools of market and price manipulation for political purposes. They can be used outright for rent seeking. Yet state-owned enterprises can also play important roles in prestigious national initiatives, like major public works or high-profile social and sports events. The authors conclude that after the uniform application of democratic market economic principles, the 2000s witnessed a path-dependent departure from standard economic and political operating procedures in developed countries.
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cover of Shareholder Democracies?: Corporate Governance in Britain and Ireland before 1850

Shareholder Democracies?

Corporate Governance in Britain and Ireland before 1850

Mark Freeman, Robin Pearson, and James Taylor

University of Chicago Press, 2011

Understanding the challenges of corporate governance is central to our comprehension of the economic dynamics driving corporations today. Among the most important institutions in capitalism today, corporations and joint-stock companies had their origins in Europe during the seventeenth and eighteenth centuries. And as they became more prevalent, the issue of internal governance became more pressing. At stake—and very much contested—was the allocation of rights and obligations among shareholders, directors, and managers.

This comprehensive account of the development of corporate governance in Britain and Ireland during its earliest stages highlights the role of political factors in shaping the evolution of corporate governance as well as the important debates that arose about the division of authority and responsibility. Political and economic institutions confronted similar issues, including the need for transparency and accountability in decision making and the roles of electors and the elected, and this book emphasizes how political institutions—from election procedures to assemblies to annual reporting—therefore provided apt models upon which companies drew readily. Filling a gap in the literature on early corporate economy, this book provides insight into the origins of many ongoing modern debates.

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cover of The Corporate Contract in Changing Times: Is the Law Keeping Up?

The Corporate Contract in Changing Times

Is the Law Keeping Up?

Edited by Steven Davidoff Solomon and Randall Stuart Thomas

University of Chicago Press, 2019

Over the past few decades, significant changes have occurred across capital markets. Shareholder activists have become more prominent, institutional investors have begun to wield more power, and intermediaries like investment advisory firms have greatly increased their influence. These changes to the economic environment in which corporations operate have outpaced changes in basic corporate law and left corporations uncertain of how to respond to the new dynamics and adhere to their fiduciary duties to stockholders.
           
With The Corporate Contract in Changing Times, Steven Davidoff Solomon and Randall Stuart Thomas bring together leading corporate law scholars, judges, and lawyers from top corporate law firms to explore what needs to change and what has prevented reform thus far. Among the topics addressed are how the law could be adapted to the reality that activist hedge funds pose a more serious threat to corporations than the hostile takeovers and how statutory laws, such as the rules governing appraisal rights, could be reviewed in the wake of appraisal arbitrage. Together, the contributors surface promising paths forward for future corporate law and public policy.
 
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cover of The Failure of Corporate Law: Fundamental Flaws and Progressive Possibilities

The Failure of Corporate Law

Fundamental Flaws and Progressive Possibilities

Kent Greenfield

University of Chicago Press, 2007

When used in conjunction with corporations, the term “public” is misleading. Anyone can purchase shares of stock, but public corporations themselves are uninhibited by a sense of societal obligation or strict public oversight. In fact, managers of most large firms are prohibited by law from taking into account the interests of the public in decision making, if doing so hurts shareholders. But this has not always been the case, as until the beginning of the twentieth century, public corporations were deemed to have important civic responsibilities.

With The Failure of Corporate Law, Kent Greenfield hopes to return corporate law to a system in which the public has a greater say in how firms are governed. Greenfield maintains that the laws controlling firms should be much more protective of the public interest and of the corporation’s various stakeholders, such as employees. Only when the law of corporations is evaluated as a branch of public law—as with constitutional law or environmental law—will it be clear what types of changes can be made in corporate governance to improve the common good. Greenfield proposes changes in corporate governance that would enable corporations to meet the progressive goal of creating wealth for society as a whole rather than merely for shareholders and executives.

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cover of This Little Kiddy Went to Market: The Corporate Capture of Childhood

This Little Kiddy Went to Market

The Corporate Capture of Childhood

Sharon Beder, Wendy Varney, and Richard Gosden

Pluto Press, 2009

This book investigates the way that corporations are strategically shaping children to be under-aged hyperconsumers as well as the submissive employees and uncritical citizens of the future.

Sharon Beder shows how marketers and advertisers are targeting ever younger children in a relentless campaign, transforming children's play into a commercial opportunity and taking advantage of childish anxieties. 

Beder investigates the corporate relations and ideals that infiltrate every aspect of our lives. She presents an alarming picture of how a child's social development -- through education, health care and nutrition -- has become an ordered conveyor belt of consumerist conditioning. Focusing on education in particular, Beder explains how businesses are taking control of more and more aspects of schooling, not only for profit but to erode state schooling and promote business values. Similarly, she shows how 'difficult' children are taught from an early age that pharmaceuticals can be used to discipline them or to make them 'happy'.

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cover of Working Law: Courts, Corporations, and Symbolic Civil Rights

Working Law

Courts, Corporations, and Symbolic Civil Rights

Lauren B. Edelman

University of Chicago Press, 2016

Since the passage of the Civil Rights Act, virtually all companies have antidiscrimination policies in place. Although these policies represent some progress, women and minorities remain underrepresented within the workplace as a whole and even more so when you look at high-level positions. They also tend to be less well paid. How is it that discrimination remains so prevalent in the American workplace despite the widespread adoption of policies designed to prevent it?

One reason for the limited success of antidiscrimination policies, argues Lauren B. Edelman, is that the law regulating companies is broad and ambiguous, and managers therefore play a critical role in shaping what it means in daily practice. Often, what results are policies and procedures that are largely symbolic and fail to dispel long-standing patterns of discrimination. Even more troubling, these meanings of the law that evolve within companies tend to eventually make their way back into the legal domain, inconspicuously influencing lawyers for both plaintiffs and defendants and even judges. When courts look to the presence of antidiscrimination policies and personnel manuals to infer fair practices and to the presence of diversity training programs without examining whether these policies are effective in combating discrimination and achieving racial and gender diversity, they wind up condoning practices that deviate considerably from the legal ideals.
 
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