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The New Corporate Governance in Theory and Practice (Hardcover)
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The New Corporate Governance in Theory and Practice (Hardcover)
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Forty years ago, managerialism dominated corporate governance. In
both theory and practice, a team of senior managers ran the
corporation with little or no interference from other stakeholders.
Shareholders were essentially powerless and typically quiescent.
Boards of directors were little more than rubber stamps.
Today, the corporate governance landscape looks vastly different.
The fall-out from the post-Enron scandal and implementation of the
Sarbanes-Oxley Act have resulted in shareholder activism becoming
more widespread, while many observers call for even greater
empowerment. The notion that the board of directors is a mere pawn
of top management is increasingly invalid, and as a result, modern
boards of directors typically are smaller than their antecedents,
meet more often, are more independent from management, own more
stock, and have better access to information.
The New Corporate Governance in Theory and Practice offers an
interdisciplinary analysis of the emerging board-centered system of
corporate governance. It draws on doctrinal legal analysis,
behavioral economic insights into how individuals and groups make
decisions, the work of new institutional economics on
organizational structure, and management studies of corporate
governance. Using those tools, Stephen Bainbridge traces the
process by which this new corporate governance system emerged, and
explores whether such changes are desirable or effective.
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