corporate governance promises kept promises broken

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Corporate Governance

Author : Jonathan R. Macey
ISBN : 0691148023
Genre : Business & Economics
File Size : 26. 13 MB
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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.

The Death Of Corporate Reputation

Author : Jonathan Macey
ISBN : 9780133039719
Genre : Business & Economics
File Size : 28. 38 MB
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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.

Pay Without Performance

Author : Lucian A. Bebchuk
ISBN : 0674020634
Genre : Business & Economics
File Size : 81. 56 MB
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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.

Broken Promises Hearts And Pockets

Author : Orville Winthorp Taylor
ISBN : 9769557951
Genre : Industrial relations
File Size : 34. 21 MB
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"...an important study of the evolution of Jamaican labour from its plantation origins until the early decades of the twenty first-century"--Page ix.

Theoretical Foundations Of Corporate Finance

Author : João Amaro de Matos
ISBN : 9780691188478
Genre : Business & Economics
File Size : 56. 47 MB
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Corporate finance is the area of finance that studies the determinants of firms' values, including capital structure, financing, and investment decisions. Although there are several excellent texts in corporate finance, this is the first to focus on the theoretical foundations of the subject in a consistent and integrated way at the Ph.D. level. In addition to a textbook for advanced graduate students, it can also serve as a general reference to researchers and sophisticated practitioners. The material presented is carefully selected with an eye to what is essential to understanding the underlying theory, ensuring that this text will remain useful for years to come. The book is divided into three parts. The first section presents the basic principles of valuation based on the absence of arbitrage, including a discussion of the determinants of the optimal capital structure based on the seminal results of Modigliani and Miller. The second section discusses the implications of agency problems and information asymmetries to capital structure, giving particular attention to payout policy and to debt contract design. The concluding portion presents different ways of restructuring capital, including going public, going private using stock repurchases or leveraged buyouts, and mergers and acquisitions. Each chapter includes exercises that vary in difficulty, with suggested solutions provided in an appendix. This book will assuredly be the standard doctoral- and professional-level explication of corporate finance theory and its appropriate applications.

The Book Of Broken Promises

Author : Bruce Kushnick
ISBN : 1505211964
Genre : Broadband communication systems
File Size : 38. 41 MB
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Broken Promises is the third book in a trilogy spanning 18 years. Bruce Kushnick, author, senior telecom analyst and industry insider, lays out, in all of the gory details, how America paid over $400 billion to be the first fully fiber optic-based nation yet ended up 27th in the world for high-speed Internet (40th in upload speeds). But this is only a part of this story. With over four million people filing with the FCC to 'Free the Net', one thing is abundantly clear -- customers know something is terribly wrong. Every time you pay your bills you notice that the price of your services keeps going up, you don't have a serious choice for Internet (ISP), broadband or cable service, much less competitors fighting for your business, or maybe you can't even get very fast broadband service. Worse, over the last few years, America's ISPs and cable companies have been rated "the most hated companies in America". While Net Neutrality concerns (detailed in Broken Promises) are important, the actions are only a first step and will most likely be tied up in court for the next few years. More importantly, it does not resolve most of the customer issues and there is nothing else on the horizon that will fix what's broken. Broken Promises documents the massive overcharging and failure to properly upgrade the networks, the deceptive billing practices, the harms caused from a lack of competition, the gaming and manipulating of the regulatory system, from the states to the FCC, and exposes the companies' primary strategy: How much can we get away with? There has been little, if any, regard for the customers they serve.--From http://newnetworks.com/bookbrokenpromises/ --(viewed on June 12, 2015).

The Promise And Limits Of Private Power

Author : Richard M. Locke
ISBN : 9781107031555
Genre : Business & Economics
File Size : 23. 40 MB
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This book examines and evaluates various private initiatives to enforce fair labor standards within global supply chains. Using unique data (internal audit reports, and access to more than 120 supply chain factories and 700 interviews in 14 countries) from several major global brands, including NIKE, HP, and the International Labor Organization's Factory Improvement Programme in Vietnam, this book examines both the promise and the limitations of different approaches to actually improve working conditions, wages, and working hours for the millions of workers employed in today's global supply chains. Through a careful, empirically grounded analysis of these programs, this book illustrates the mix of private and public regulation needed to address these complex issues in a global economy.

Business Elites And Corporate Governance In France And The Uk

Author : M. Maclean
ISBN : 9780230511736
Genre : Political Science
File Size : 82. 24 MB
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Business Elites and Corporate Governance in France and the UK is a cross-national study of business elites and corporate governance in France and the UK. It examines corporate governance from a comparative standpoint and looks beneath the surface at the exercise of power and authority in two distinct national business systems. It explores key issues concerning business elites, their networks, recruitment and reproduction. It aims to shed light on the mechanisms that govern the stability and regeneration of business elites against the backdrop of an increasingly global economy.

Walt And The Promise Of Progress City

Author : Sam Gennawey
ISBN : 0615540244
Genre : Performing Arts
File Size : 70. 82 MB
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Walt Disney's vision for a city of tomorrow, EPCOT, would be a way for American corporations to show how technology, creative thinking, and hard work could change the world. He saw this project as a way to influence the public's expectations about city life, in the same way his earlier work had redefined what it meant to watch an animated film or visit an amusement park. Walt and the Promise of Progress City is a personal journey that explores the process through which meaningful and functional spaces have been created by Walt Disney and his artists as well as how guests understand and experience those spaces.

The Beholden State

Author : Brian C. Anderson
ISBN : 9781442223448
Genre : Political Science
File Size : 62. 32 MB
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California is at a tipping point. Severe budget deficits, unsustainable pension costs, heavy taxes, cumbersome regulation, struggling cities, and distressed public schools are but a few of the challenges that policymakers must address for the state to remain a beacon of business innovation and economic opportunity. City Journal has for years been cataloging the political and economic issues of our nation's largest metropolitan areas, and in this collection compiled and introduced by City Journal editor Brian C. Anderson, the cracks in California's flawed policy plans are displayed in detail, and analyzed by a diverse set of experts in the state's design. While there is plenty of literature on California’s history, topography, and attractions, The Beholden State: California's Lost Promise and How to Recapture It is the first book examining in rigorous detail how a place seen just a generation ago as the dynamic engine of the American future could, through bad policy ideas, find itself with among the highest unemployment rates and poorest educational outcomes in the country. The book is as thoroughly analytical as it is pragmatically proscriptive, complete with policy solutions mapping the way forward for a struggling state.

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