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.
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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