This book takes a comparative law and economics approach to the study of corporate governance. It looks at the overall impact of corporate law on separation of ownership and control across different jurisdictions and in doing so reappraises the existing framework for economic analysis of corporate law.

Who should be allowed to call the shots in the boardrooms of U. S. Corporations? And what difference does it make for their growth and profitability? In the last decade, these issues have moved to the center of policy debates about the time horizons and competitiveness of U.S. companies. This book is an indispensable guide through the historical, legal, and institutional background for these corporate governance debates. It explains three broad views on the relationship among the governance, performance, and competitiveness of corporations, and examines the intellectual history, politics, and empirical evidence behind each argument. It also considers the effect that two trends will have on corporate governance: the growth and power of public employees' pension funds and the increase in the economic activity that comes from specialized services and customized production. Blair asserts that companies need to experiment with different governance arrangements, such as choosing directors to represent particular constituencies, or making more radical arrangements like leveraged buyouts or worker-owned companies. Public policy should encourage, or at least not impede, such experimentation.

There are many deep-seated reasons for the current financial turmoil but a key factor has undoubtedly been the serious failings within the corporate governance practices of financial institutions. There have been shortcomings in the risk management and incentive structures; the boards’ supervision was at times weak; disclosure and accounting standards were in some cases inadequate; the institutional investors’ engagement with management was at times insufficient and, last but not least, the remuneration policies of many large institutions appeared inappropriate. This book will provide a critical overview and analysis of key corporate governance weaknesses, focusing primarily on three main areas: directors’ failure to understand complex company transactions; the poor remuneration practices of financial institutions; and, finally, the failure of institutional investors to sufficiently engage with management. The book, while largely focused on the UK, will also consider EU and Australian developments as well as offering a comparative angle looking at the corporate governance of financial institutions in the US.

Rethinking Corporate Governance's extensive and insightful empirical investigation offers a radically new approach to corporate governance. This ground-breaking volume describes and analyzes the key nature-based and actor-based forces that ultimately determine corporate governance processes and long-term corporate paths. Generally, such forces work in complex and intricate interplays that to a large extent vary among corporations. A theory of shareholder governance is developed and integrated into the established - and more comprehensive - theory of corporate governance to create a revised theory of the corporation (firm). The new possibilities that this creates for explaining how processes develop and ultimately influence corporate paths are presented in-depth. Featuring conclusions based on an empirical material that is both rich and exclusive, the book also contains extensive non-anonymized materials from authentic corporate governance processes. A general conclusion is that actions taken by individuals have a special status among those forces, as they not only generate impact in themselves, but also involve interpretations of the possible effects of all the other forces.Among those actions, the ones taken by the shareholders stand out as particularly decisive both for the governance processes as such and for how corporations develop over time. Offering a degree of openness, detail and realism that is hard to find in any other case-based study this innovative and enlightening volume is essential for both academics and practitioners involved in corporate governance, corporate strategy and the theory of the firm.

Most scholarship on corporate governance in the last two decades has focused on the relationships between shareholders and managers or directors. Neglected in this vast literature is the role of employees in corporate governance. Yet "human capital," embodied in the employees, is rapidly becoming the most important source of value for corporations, and outside the United States, employees often have a significant formal role in corporate governance. This volume turns the spotlight on the neglected role of employees by analyzing many of the formal and informal ways that employees are actually involved in the governance of corporations, in U.S. firms and in large corporations in Germany and Japan. Examining laws and contexts, the essays focus on the framework for understanding employees' role in the firm and the implications for corporate governance. They explore how and why the special legal institutions in German and Japanese firms by which employees are formally involved in corporate governance came into being, and the impact these institutions have on firms and on their ability to compete. They also consider theoretical and empirical questions about employee share ownership. The result of a conference at Columbia University, the volume includes essays by Theodor Baums, Margaret M. Blair, David Charny, Greg Dow, Bernd Frick, Ronald J. Gilson, Jeffrey N. Gordon, Nobuhiro Hiwatari, Katharina Pistor, Louis Putterman, Edward B. Rock, Mark J. Roe, and Michael L. Wachter. Margaret M. Blair is a senior fellow in Economic Studies at the Brookings Institution and author of Ownership and Control: Rethinking Corporate Governance for the Twenty-first Century (Brookings, 1995). Mark J. Roe, professor of business regulation and director of the Sloan Project on Corporate Governance at Columbia Law School, is the author of Strong Managers, Weak Owners: The Political Roots of American Corporate Finance (Princeton, 1996).

Governance and Ministry has proven to be an indispensable guide for leaders and clergy on how to work together to lead congregations. In this second edition, veteran congregational consultant and minister Dan Hotchkiss updates the book to reflect today’s church and synagogue landscape and shares practical insights based on his work with readers of the first edition. Governance and Ministry highlights the importance of reaching the right governance model for a congregation to fulfill its mission—to achieve both the outward results and the inward quality of life to which it is called. Hotchkiss draws on governance research from business, non-profits, and churches, as well as deep experience in a variety of denominations and congregations to help readers determine the governance model that best fits their needs. The second edition has been streamlined and reorganized to better help readers think through leadership models and the process of change. The book features new material on the implications of congregation size, the process of governance change, policy choices, and the lay-clergy relationship. It also features two appendices with resources often requested by Hotchkiss’s consulting clients: a style guide for policy-makers and a unified example of a board policy book. Written with energy and humor, and offering plenty of practical examples, the second edition of this helpful resource is ideal for anyone involved in church leadership to assist in framing critical questions, creating a vision, and implementing a plan.

The standard approach to the legal foundations of corporate governance is based on the view that corporate law promotes separation of ownership and control by protecting non-controlling shareholders from expropriation. This book takes a broader perspective by showing that investor protection is a necessary, but not sufficient, legal condition for the efficient separation of ownership and control. Supporting the control powers of managers or controlling shareholders is as important as protecting investors from the abuse of these powers. Rethinking Corporate Governance reappraises the existing framework for the economic analysis of corporate law based on three categories of private benefits of control. Some of these benefits are not necessarily bad for corporate governance. The areas of law mainly affecting private benefits of control – including the distribution of corporate powers, self-dealing, and takeover regulation – are analyzed in five jurisdictions, namely the US, the UK, Italy, Sweden, and the Netherlands. Not only does this approach to corporate law explain separation of ownership and control better than just investor protection; it also suggests that the law can improve the efficiency of corporate governance by allowing non-controlling shareholders to be less powerful.