Enhanced descriptions from Syndetics:

Since the mid-1980s two crises have overtaken governance of the American corporation - the loss of competitiveness in the 1980s and the loss of investor trust in financial management in the late 1990s. This book proposes specific changes in conduct to resolve these crises, principally by putting the board of directors in charge of management. This detailed analysis and critique of performance of current governance specifies reforms that will make that possible. The reforms are tightly connected to the authors' analysis of the causes of breakdowns in the largest corporations in which management has been subject to criminal and civil investigation.

Table of contents provided by Syndetics

• Governance Structure and Conduct
• The Emergence and Development of the Governance Problem
• Three Sources of Accelerated Change
• The Emergence of the Full Role of the Board of Directors
• The Impact of Strong Governance on Corporate Performance
• Introduction to a New Approach for Determining the Results for Good Governance
• Metrics for Board Independence and Activism
• Metrics For Performance
• Methodology
• Estimation and Analysis of the Governance
• Corporate Performance Relationship
• The Calculation of Economic Value Added
• Superior Performance After a Change in Governance
• 'Where Was the Board?' Share Price Collapse and Bankruptcies in the Largest Corporations Create a Second Governance Crisis In 20002002
• Status Quo in Corporate Governance
• Incremental Change
• The Collapse of Enron and Others
• The Nine Largest Companies Investigate for Fraudulent Financial Statements
• Where then was the Board of Directors
• A Second Look at Enron
• Proposals for a Second Reform of Corporate Governance

Reviews provided by Syndetics

CHOICE Review

Management of many large US corporations has become separated from ownership. Managers have tended to act in their own self-interest and to ignore the interests of the shareholders. MacAvoy and Millstein, well known, widely experienced, and highly respected economist and attorney respectively, argue that the board of directors is the weak link between the principals and their agents. Boards have been captured; they have not done their job of monitoring management. The authors trace the evolution of the problem, empirically test the relationship between corporate financial performance and the strength of the board (positive), query the absence of board oversight in nine companies (Dynegy, Enron, Tyco, WorldCom, and five others), and offer "proposals for the reform of corporate governance" (including comments on the Sarbanes-Oxley Act and Delaware Supreme Court decisions). The backgrounds of the authors are complementary; they have done a first-rate job. ^BSumming Up: Highly recommended. Upper-division undergraduate through professional collections. R. A. Miller Wesleyan University

Author notes provided by Syndetics

PAUL MACAVOY has divided his career activities among research and teaching, government service, and corporate governance. The former Dean and now the Williams Brothers Professor of Management Studies at the Yale School of Management, he has been a member of President Ford's Council of Economic Advisors and was personal economic advisor to George W. Bush before his election (where he gained notoriety as inventor of the term "voodoo economics"). Professor MacAvoy serves on the board of directors of Lafarge Corporation and previously has been on the boards of American Cyanamid, Alumax Corporation, Combustion Engineering and the Chase Manhattan Bank Corporation. He is the author of 20 books and numerous journal articles focusing on government regulation of the structure and conduct of the corporation.

IRA M. MILLSTEIN has been at the forefront of this era's corporate governance movement since its inception. He is Senior Partner of Weil, Gotshal & Manges LLP, an international law firm of over one thousand lawyers with offices in seven countries. He has counselled on corporate governance matters for more than 50 public and philanthropic boards, from General Motors to Tyco. He has chaired the Central Park Conservancy, and currently represents the Board of the Lower Manhattan Development Corporation charged with planning Lower Manhattan following 9-11. He has taught antitrust, government regulation, and corporate governance at New York University, the Harvard Kennedy School ofgovernment, the Columbia Law School, and currently The Yale School of Management. He chairs the Private Sector Advisory Group created by the World Bank and OECD to assist developing nations to improve their corporate governance practices.