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Cases In Point. Acknowledgements. Introduction. 1. What Is A Corporation?. Definitions. Evolution Of The Corporate Structure. The Purpose Of A Corporation. Human Satisfaction. Social Structure. Efficiency And Efficacy. Ubiquity And Flexibility. Identity. The Corporation As A ???Person???. The Corporation As A Complex Adaptive System. The Corporation As A ???Moral Person???. The Corporation In Society. The Marketplace. Future Directions. Corporate Power And Corporate Performance. Corporate Crime: ???Within The Limits Of The Law???. Probation Of Corporations. Corporations And Government: Co–Opting The Market. Measuring Performance. Balancing Interests. Good And Bad Corporations?. Equilibrium: The Cadbury Paradigm. Measuring Value Enhancement. Gaap. Market Value. Earnings Per Share. Eva®: Economic Value Added. Human Capital: ???It???s Not What You Own But What You Know???. Knowledge Capital. The Value Of Cash. Corporate ???Externalities???. Non–Economic Considerations In Corporate Management. 2. Shareholders: Ownership. Definitions. Early Concepts Of Ownership. Early Concepts Of The Corporation. A Dual Heritage: Individual And Corporate ???Rights???. The Re–Invention Of The Corporation: Eastern Europe In The 1990s. The Evolution Of The American Corporation. The Essential Elements Of The Corporate Structure. The Separation Of Ownership And Control, Part 1: Berle And Means. Fractionated Ownership. The Separation Of Ownership And Control, Part 2: The Takeover Era. Waking The Sleeping Giant. A Framework For Participation. Ownership And Responsibility. No Innocent Shareholder. To Sell Or Not To Sell: The Prisoner???s Dilemma. Who The Institutional Investors Are. Bank Trusts. Mutual Funds. Insurance Companies. Universities And Foundations. Pension Plans. The Biggest Pool Of Money In The World. Pension Plans As Investors. Pension Plans As Owners. Public Pension Funds. Economically Targeted Investments. Federal Employee Retirement System. Tiaa–Cref. Private Pension Funds. The Sleeping Giant Awakens: Shareholder Proxy Proposals On Governance Issues. Focus On The Board. Sec???s Proxy Reform. Synthesis: Hermes. Investing In Activism. New Models And New Paradigms. The ???Ideal Owner???. Pension Funds As ???Ideal Owners???. Is The ???Ideal Owner??? Enough?. 3. Directors: Monitoring. A Brief History Of Anglo–American Boards. Today???s Typical Board. Size. Inside/Outside Mix. Diversity. Meeting Frequency. Ownership. Board Duties: The Legal Framework. The Board–Management Relationship. Information Flow. The Year Of The Corporate Scandal. The Ceo–Chairman. Catch 22: The Ex–Ceo As Director. Ceo Succession. Director Nomination. Director Compensation. Interlocks. Time And Money. The Director???s Role In Crisis. Independent??? Outside Directors. Director Election. Staggered Boards. Confidential Voting. Impact Of The Takeover Era On The Role Of The Board. The Fiduciary Standard And The Delaware Factor. How Did Boards Respond?. Greenmail. ???Poison Pills???. Other Anti–Takeover Devices. Recommendations For The Future. Improving Director Compensation. Increasing The Authority Of Independent Directors. ???A Market For Independent Directors???. ???Designated Director???. Splitting The Chairman And Ceo Positions. ???Just Vote No???. Audit Committees. Board Evaluation. Executive Session Meetings. Succession Planning And Strategic Planning. Lipton/Lorsch???s ???Modest Proposal???. Making Directors Genuinely ???Independent???. Involvement By The Federal Government. Involvement By Shareholders. 4. Management: Performance. Introduction. What Do We Want From The Ceo?. The Biggest Challenge. Executive Compensation. Stock Options. Restricted Stock. Shareholder Concerns: Several Ways To Pay Day. The ???Guaranteed Bonus??? ??? The Ultimate Oxymoron. Deliberate Obfuscation. The Christmas Tree. Compensation Plans That Are Upside And No Downside. Loans. Phony Cuts. Golden Hellos. Transaction Bonuses. Retirement Benefits. Future Directions For Executive Compensation. Ceo Employment Contracts. Gross–Ups. ???Deemed??? Years Of Service. Cause. Change Of Control. Half Now, Half Later. Employees: Compensation And Ownership. Employee Stock Ownership Plans. Mondragon And Symmetry: Integration Of Employees, Owners, And Directors. Conclusion. 5. International Governance. Corporate Governance Has Gone Global. The Triumph Of The Corporation. The Global Company. The Global Investor. The Demands Of Capital. The Triumph Of The Code. Universal Codes. An Investor Perspective. Limits To Convergence. The Asian Financial Crisis, The World Bank And Governance In Emerging Markets. World Bank And G7 Response. Global Corporate Governance Forum. The Developed World. EU. Japan. Corporate Governance Forum Of Japan. Germany. German Governance Code. Earthquake. Future Perfect?. France. French Ownership. Management And Boards: Non State–Owned Companies. Vienot I And Ii. Corporate Governance And Foreign Policy. A Race To The Bottom?. Convergence?. 6. Case Studies: Corporations In Crisis. General Motors. General Motors And Pierre Du Pont. General Motors: What Went Wrong?. General Motors And Ross Perot. General Motors After Perot: Smith And Stempel. General Motors: A Postscript. American Express. Time Warner. Sears, Roebuck & Co. Diversification Strategy: The Fate Of Retail. Sears: A Postscript. Armand Hammer And Occidental Petroleum. Polaroid. Polaroid???s Esop: Delaware Sits In Judgment. Carter Hawley Hale. Hostile Takeover. After The Restructuring. Eastman Kodak. Waste Management Corp. Gold Into Garbage. Lens And Soros. The Soros Effect. Restructuring. What Went Wrong?. How Was It Solved?. Waste Management: A Postscript. Stone & Webster. Stone & Webster: The Company That Built America. Postscript 2000. Mirror Group/Trinity Mirror. Adelphia. What Happened?. Arthur Andersen. Andersen Consulting. A Conformist Culture. Who Watches The Watchers?. Corporate Governance. Hubris. Tyco (By Robert A. G. Monks). Worldcom (By Beth Young). Growth By Acquisition. Worldcom???s Board Of Directors. Worldcom???s Auditor. Case Study: Gerstner???s Pay Package At Ibm. The Anatomy Of A Contract. Appendix: Overview Of Corporate Governance Guidelines And Codes Of Best Practice In Developing And Emerging Markets By Holly J. Gregory. Overview. The Corporate Objective. Board Responsibilities And Job Description. Board Composition. Board Committees. Disclosure Issues. Summary. Index