Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences
Product Author Bios
David Larcker (Portola Valley, CA) directs the Corporate Governance Research Program at the Stanford Graduate School of Business, co-directs Stanford's Arthur and Toni Rembe Rock Center for Corporate Governance, and holds the James Irvin Miller Professorship and Jaedicke Faculty Fellowship. He served as Ernst & Young Professor of Accounting at The Wharton School, and as Professor of Accounting and Information Systems at Northwestern's Kellogg Graduate School of Management.
Brian Tayan (Trinity Park, CA), Corporate Governance Research Program Case Writer, holds an MBA from Stanford Graduate School of Business and a BA from Princeton.
Larcker and Tayan have co-authored several case studies.
Corporate Governance Matters gives corporate board members, officers, directors, and other stakeholders the full spectrum of knowledge they need to implement and sustain superior governance. Authored by two leading experts, this comprehensive reference thoroughly addresses every component of governance. The authors carefully synthesize current academic and professional research, summarizing what is known, what is unknown, and where the evidence remains inconclusive. Along the way, they illuminate many key topics overlooked in previous books on the subject. Coverage includes:
- International corporate governance.
- Compensation, equity ownership, incentives, and the labor market for CEOs.
- Optimal board structure, tradeoffs, and consequences.
- Governance, organizational strategy, business models, and risk management.
- Succession planning.
- Financial reporting and external audit.
- The market for corporate control.
- Roles of institutional and activist shareholders.
- Governance ratings.
The authors offer models and frameworks demonstrating how the components of governance fit together, with concrete examples illustrating key points. Throughout, their balanced approach is focused strictly on two goals: to “get the story straight,” and to provide useful tools for making better, more informed decisions.
1 of 1 people found the following review helpful
An Outstanding Contribution for the Thoughtful Board Member,
This review is from: Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences (Hardcover)The authors work at the Stanford University's Graduate School of Business. David Larcker is James Irvin Miller Professor of Accounting. Brian Tayan is a member of the Corporate Governance Research Program.
Some governance books are written from a legal perspective. Some books about boards are written from personal observations. Some publications are "Best Practice" guides.
This book is different.
It is a dispassionate review of evidence based research in the field of corporate governance. It is designed for practitioners who are serious about understanding the complexity they must confront.
It is a book for Board members and students of governance to have at the ready. When the appropriate topic presents itself to the reader, this book will provide a thorough overview and present relevant studies to the topic at hand.
In addition to the physical book, there are web based resources to keep the material fresh.
The... Read more
Does Corporate Governance Matter? A Review Of A New Book By David Larcker and Brian Tayan,
This review is from: Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences (Hardcover)This review was originally published by me at Forbes.com on September 13, 2011.
Corporate governance matters.
That's the thesis of a new book of the same name by Professor David Larcker and his co-author Brian Tayan, Corporate Governance Matters: A Closer Look At Organizational Choices and Their Consequences.
Larcker directs the Corporate Governance Research Program at Stanford University where he holds the James Irvin Miller Professorship. Tayan is a member of the Corporate Governance Research Program and holds an MBA from Stanford. The authors try to avoid ideology or an agenda. Rather, they review the key topics and debates in the corporate governance discussion amongst practitioners, not just lawyers. The book provides statistical and research evidence where possible to support, and sometimes refute, commonly held beliefs and "best practices."
I have been writing more about corporate governance practices beyond the audit committee's role... Read more
1 of 2 people found the following review helpful
Corporate Governance Matters but Not in the Way You Think,
This review is from: Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences (Hardcover)The authors make a good case that corporate governance "suffers from considerable rhetoric." Using available empirical evidence, they spend a considerable portion of the book debunking what are currently considered "best practices." Fortunately, it doesn't read like a diatribe, but rather a grounded framework that should be a valuable resource to anyone interested in this important subject.
After introductory chapters placing corporate governance in context, they devote substantial attention to the board: their duties and liabilities, selection, compensation, removal, structure. They also take a good hard look at CEOs: the labor market for CEOs, succession planning, compensation, and equity ownership. Other chapters cover organizational strategy, financial reporting and audits, market for control, investors, and ratings.
In 1994 the Council of Institutional Investors (CII) released Does Ownership Add Value?: A Collection of 100 Empirical Studies on the... Read more
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Download the sample pages (includes Chapter 1 and Index)
Table of Contents
Chapter 1 Introduction to Corporate Governance 1
Chapter 2 International Corporate Governance 23
Chapter 3 Board of Directors: Duties and Liability 67
Chapter 4 Board of Directors: Selection, Compensation, and Removal 93
Chapter 5 Board of Directors: Structure and Consequences 127
Chapter 6 Organizational Strategy, Business Models, and Risk Management 169
Chapter 7 Labor Market for Executives and CEO Succession Planning 203
Chapter 8 Executive Compensation and Incentives 237
Chapter 9 Executive Equity Ownership 287
Chapter 10 Financial Reporting and External Audit 325
Chapter 11 The Market for Corporate Control 361
Chapter 12 Institutional Shareholders and Activist Investors 393
Chapter 13 Corporate Governance Ratings 433
Chapter 14 Summary and Conclusions 459
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