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Book Details
Abstract
International Corporate Governance provides a thorough introduction to the state of the art of corporate governance research and practice. It covers a wide range of topics, including corporate control, regulation, behavioural issues and the role of stakeholders in corporate governance. The text not only reflects the multidisciplinary nature of corporate governance, but it also adopts an international perspective by highlighting the major differences in corporate control and corporate governance practice across the world. While rigorous, the text avoids needless jargon and uses language that is accessible to a wider audience. It also makes a critical assessment of current regulation, practice and research findings.
Table of Contents
| Section Title | Page | Action | Price |
|---|---|---|---|
| Cover\r | Cover | ||
| International Corporate Governance | i | ||
| Contents | v | ||
| Preface | xi | ||
| Introduction | xiii | ||
| Possible paths through this book | xix | ||
| Author’s acknowledgements | xx | ||
| Publisher’s acknowledgements | xxi | ||
| Part I Introduction to Corporate Governance | 1 | ||
| Defining corporate governance and key theoretical models | 3 | ||
| Introduction | 3 | ||
| Defining corporate governance | 4 | ||
| Corporate governance theory | 7 | ||
| Agency problems | 9 | ||
| The agency problems of debt and equity | 11 | ||
| The classic agency problem versus expropriation of minority shareholders | 13 | ||
| Alternative forms of organisation and ownership | 16 | ||
| Defining ownership and control | 19 | ||
| Conclusions | 20 | ||
| Discussion questions | 21 | ||
| exercises | 21 | ||
| notes on the chapter | 22 | ||
| reading list | 23 | ||
| Corporate control across the world | 25 | ||
| Introduction | 25 | ||
| The evolution of control after the initial public offering | 26 | ||
| Corporate control in western europe and the usa | 28 | ||
| Corporate control in asia | 34 | ||
| Corporate control in transitional economies | 38 | ||
| Conclusions | 39 | ||
| Discussion questions | 39 | ||
| Notes on the chapter | 39 | ||
| Reading list | 40 | ||
| Control versus ownership rights | 41 | ||
| Introduction | 41 | ||
| Combinations of ownership and control | 42 | ||
| Combination a: dispersed ownership and weak control | 43 | ||
| Combination b: dispersed ownership and strong control | 43 | ||
| Combination C: concentrated ownership and weak control | 45 | ||
| Combination d: concentrated ownership and strong control | 46 | ||
| How to achieve dispersed ownership and strong control | 46 | ||
| The consequences of dispersed ownership and strong control | 51 | ||
| Conclusions | 56 | ||
| Discussion questions | 56 | ||
| Exercises | 56 | ||
| Notes on the chapter | 57 | ||
| Reading list | 57 | ||
| Part II International Corporate Governance | 59 | ||
| Taxonomies of corporate governance systems | 61 | ||
| Introduction | 61 | ||
| The economic and political context giving rise to global capitalism | 62 | ||
| First attempts to classify corporate governance systems | 68 | ||
| Legal families | 70 | ||
| Political determinants of corporate governance | 74 | ||
| The varieties of capitalism literature | 76 | ||
| How do the various taxonomies perform? | 77 | ||
| Conclusions | 79 | ||
| Discussion questions | 80 | ||
| Notes on the chapter | 80 | ||
| Reading list | 82 | ||
| Incentivising managers and disciplining of badly performing managers | 84 | ||
| Introduction | 84 | ||
| Product market competition | 85 | ||
| The incentivising and disciplining of managers in the insider system and the outsider system | 86 | ||
| The market for corporate control | 87 | ||
| Dividends and dividend policy | 89 | ||
| Boards of directors | 90 | ||
| Institutional investors | 97 | ||
| Shareholder activism | 98 | ||
| Managerial compensation | 99 | ||
| Managerial ownership | 102 | ||
| Large shareholder monitoring | 104 | ||
| Bank and creditor monitoring66 | 105 | ||
| Conclusions | 106 | ||
| Discussion questions | 107 | ||
| Notes on the chapter | 107 | ||
| Reading list | 111 | ||
| Corporate governance, types of financial systems and economic growth | 113 | ||
| Introduction | 113 | ||
| The functions of financial markets and institutions | 114 | ||
| Bank-based versus market-based systems | 114 | ||
| The link between types of financial systems and economic growth | 116 | ||
| Other factors influencing economic growth | 119 | ||
| Conclusions | 124 | ||
| Discussion questions | 125 | ||
| Notes on the chapter | 125 | ||
| Reading list | 126 | ||
| Corporate governance regulation in an international context | 128 | ||
| Introduction | 128 | ||
| UK codes of corporate governance | 129 | ||
| The uk approach versus the us approach | 136 | ||
| The oeCd principles of Corporate governance | 140 | ||
| The harmonisation of corporate governance regulation across the european union | 142 | ||
| Policies on positive discrimination | 144 | ||
| Conclusions | 147 | ||
| Discussion questions | 148 | ||
| Notes on the chapter | 148 | ||
| Reading list | 149 | ||
| Part III Corporate Governance and Stakeholders | 151 | ||
| Corporate social responsibility and socially responsible investment | 153 | ||
| Introduction | 153 | ||
| Corporate social responsibility and financial performance | 154 | ||
| CSR indices | 157 | ||
| Socially responsible investment | 158 | ||
| Conclusions | 159 | ||
| Discussion questions | 160 | ||
| Notes on the chapter | 160 | ||
| Reading list | 161 | ||
| Debtholders | 162 | ||
| Introduction | 162 | ||
| Benefits and costs from relationship-based banking | 163 | ||
| Addressing conflicts of interests created by bank ownership and bank board representation | 166 | ||
| Expropriation of debtholders | 167 | ||
| Conclusions | 169 | ||
| Discussion questions | 170 | ||
| Notes on the chapter | 170 | ||
| Reading list | 171 | ||
| Employee rights and voice across corporate governance systems | 172 | ||
| Introduction | 172 | ||
| The law and finance literature | 174 | ||
| The varieties of capitalism literature | 175 | ||
| Employee stock ownership9 | 177 | ||
| Employee board representation | 179 | ||
| Breaches of trust and employee expropriation | 186 | ||
| Conclusions | 186 | ||
| Discussion questions | 187 | ||
| Notes on the chapter | 188 | ||
| Reading list | 190 | ||
| The role of gatekeepers in corporate governance | 191 | ||
| Introduction | 191 | ||
| The role and duties of gatekeepers | 192 | ||
| The ideal attributes of a gatekeeper | 194 | ||
| Types of gatekeepers and limitations to their role | 195 | ||
| Is industry regulation a substitute for corporate governance? | 200 | ||
| Conclusions | 203 | ||
| Discussion questions | 204 | ||
| Notes on the chapter | 204 | ||
| Reading list | 205 | ||
| Part IV Improving Corporate Governance | 207 | ||
| Corporate governance in emerging markets | 209 | ||
| Introduction | 209 | ||
| Are large equity markets combined with strong property rights the only way to achieve economic growth? | 210 | ||
| Inherited wealth | 214 | ||
| The role of the government | 216 | ||
| The design of corporate governance in formerly state-owned enterprises | 222 | ||
| Conclusions | 224 | ||
| Discussion questions | 225 | ||
| Notes on the chapter | 225 | ||
| Reading list | 227 | ||
| Chapter aims | 228 | ||
| Contractual corporate governance | 228 | ||
| Introduction | 228 | ||
| Cross-border mergers and acquisitions | 230 | ||
| (Re)incorporations | 231 | ||
| Cross-listings | 233 | ||
| Conclusions | 235 | ||
| Discussion questions | 236 | ||
| Notes on the chapter | 236 | ||
| Reading list | 237 | ||
| Corporate governance in initial public offerings | 239 | ||
| Introduction | 239 | ||
| Asymmetric information, pricing anomalies and the separation of ownership and control in IPOs | 240 | ||
| Problems of asymmetric information and ways to mitigate them | 244 | ||
| The power of the CEO | 246 | ||
| Spinning of Ipos | 248 | ||
| The role of venture capitalists in Ipos | 251 | ||
| Conclusions | 253 | ||
| Discussion questions | 254 | ||
| Notes on the chapter | 255 | ||
| Reading list | 257 | ||
| Behavioural biases and corporate governance | 258 | ||
| Introduction | 258 | ||
| Bounded rationality | 259 | ||
| Heuristic simplification | 260 | ||
| Emotions | 263 | ||
| Social interactions | 263 | ||
| Self-deception | 264 | ||
| Risk taking and decision making according to gender and age | 267 | ||
| How can these behavioural issues be addressed? | 268 | ||
| Reflexive loyalty | 268 | ||
| Conclusions | 272 | ||
| Discussion questions | 273 | ||
| Exercises | 274 | ||
| Notes on the chapter | 275 | ||
| Reading list | 276 | ||
| Part V – Conclusions | 277 | ||
| Learning from diversity and future challenges for corporate governance | 279 | ||
| Glossary | 285 | ||
| Index | 301 |