目次

1. An Introduction to Corporate Governance 2. Corporate Governance, Path Dependency, and the Sources of Regulation 3. The Public Company Board 4. Duties of Corporate Fiduciaries 5. The Duty of Loyalty 6. Executive Compensation 7. The Role of Shareholders in the Governance Process 8. The Market for Corporate Control: Hostile Tender Offers and Proxy Contests 9. The Role of Disclosure in the Governance Process 10. Shareholders’ Derivative Litigation 11. Philanthropy, Social Responsibility, and Stakeholder Rights 12. Comparative Corporate Governance 13. How Does Corporate Governance Matter?