Farrar, John, Hanrahan, Pamela 　著

目次

PART I - FOUNDATION CONCEPTS -The concept of corporate governance -A brief thematic history of corporate governance -The concept of the corporation -Corporate control and its relevance -Acting as and for the company – questions of authority and liability -Corporate groups PART II – THE LEGAL CORE -Division of power between the board and the general meeting -Meetings -The legal role of the board, delegation and reliance -Appointment of directors and other officers -Duties of directors and officers: overview -The basic duty to act in good faith in the interests of the company and for a proper purpose -The duty to avoid self-dealing -Duties of care and the business judgement rule -Corporate disclosure and audit -Insider trading -Holding directors accountable: remedies of the company -Holding directors accountable: role and powers of ASIC -Relieving and protecting directors -Shareholder rights and duties -Shareholder remedies PART III – THE SELF-REGULATION PENUMBRA -Systems of self-regulation -Board structure and performance -Executives below board level -The role of institutional investors in corporate governance -Business ethics PART IV – SPECIAL CASES -Small and medium-sized enterprises and unlisted companies -Not-for-profits -State owned enterprises -Financial institutions -Troubled companies PART V – CONTEMPORARY ISSUES -Corporate social responsibility, citizenship and sustainability -Corporate governance and the courts -Comparative corporate governance systems: an overview -Globalisation, the Global Financial Crisis and corporate governance -Thinking new thoughts on corporate governance