Corporate governance after the financial crisis / Stephen M. Bainbridge.
2012
KF1422 .B333 2012 (Map It)
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Details
Author
Title
Corporate governance after the financial crisis / Stephen M. Bainbridge.
Published
New York : Oxford University Press, [2012]
Copyright
©2012
Call Number
KF1422 .B333 2012
ISBN
9780199772421 (hardback : alk. paper)
0199772428 (hardback : alk. paper)
0199772428 (hardback : alk. paper)
Description
x, 283 pages ; 24 cm
System Control No.
(OCoLC)726151309
Summary
"The first decade of the new millennium was bookended by two major economic crises. The bursting of the dotcom bubble and the extended bear market of 2000 to 2002 prompted Congress to pass the Sarbanes-Oxley Act, which was directed at core aspects of corporate governance. At the end of the decade came the bursting of the housing bubble, followed by a severe credit crunch, and the worst economic downturn in decades. In response, Congress passed the Dodd-Frank Act, which changed vast swathes of financial regulation. Among these changes were a number of significant corporate governance reforms. Corporate Governance after the Financial Crisis asks two questions about these changes. First, are they a good idea that will improve corporate governance? Second, what do they tell us about the relative merits of the federal government and the states as sources of corporate governance regulation? Traditionally, corporate law was the province of the states. Today, however, the federal government is increasingly engaged in corporate governance regulation. The changes examined in this work provide a series of case studies in which to explore the question of whether federalization will lead to better outcomes. The author analyzes these changes in the context of corporate governance, executive compensation, corporate fraud and disclosure, shareholder activism, corporate democracy, and declining US capital market competitiveness"--Provided by publisher.
Bibliography, etc. Note
Includes bibliographical references and index.
Record Appears in
Gift
Purchased from the income of the Edith L. Fisch Fund
Gift

The Arthur W. Diamond Law Library
Purchased from the income of the Edith L. Fisch Fund
Table of Contents
Acknowledgments
vii
About the Author
ix
Introduction
1
What Is Corporate Governance?
2
The Crises and the Federal Responses
3
The Plan of the Work
16
A Note on Omissions
19
1.
Who Makes the Rules?
21
Does Delaware Compete Horizontally
21
The Emergence of the North Dakota Alternative
25
Delaware's Vertical Competition
27
Where Was Delaware During the Crises?
39
Quack Federal Corporate Governance Regulation
41
2.
The Board's Role
43
The Board's Traditional Functions
44
The Rise of the Monitoring Board
50
Codifying the Monitoring Model
58
Assessing the Monitoring Model
61
Boards After the Crises
65
Why a Board?
67
3.
Director Independence
77
Director Independence in State Law
79
Director Independence in the Stock Exchange Listing Standards and the Sarbanes-Oxley Act
81
The Uncertain Case for Director Independence
86
Incentivizing the Independents
92
What Have We Lost?
102
Did the Fetish for Independence Contribute to the Financial Crisis?
103
A Note on CEO/Chairman Duality
104
4.
Executive Compensation
109
Why Do We Care?
109
Executive Compensation under State Corporate Law
120
Executive Compensation Regulation under Sarbanes-Oxley and Dodd-Frank
122
5.
Internal Controls
139
The Audit Committee
141
Internal Controls
147
Internal Controls---State Law
149
Internal Controls---Sarbanes-Oxley
155
Internal Controls---Risk Management
166
6.
The Gatekeepers
179
The Auditors
181
The Lawyers
188
7.
Shareholder Empowerment
203
Shareholder Rights in State Law
204
Bylaw Amendment via Shareholder Proposal
206
Majority Voting
216
Proxy Expense Reimbursement
221
Proxy Access
222
Assessing Shareholder Empowerment
233
If Investors Valued Governance Participation Rights, the Market Would Provide Them
255
A Note on Proxy Advisory Firms
255
A Note on the Government as Shareholder
259
Conclusion
261
The Global Impact of Federalizing Corporate Governance
261
Can Anything Be Done?
268
In Closing
270
Index
271