Corporate Governance in the U.S.

Drawing from the collective experience of twenty-five years of research, writing, and teaching in the field, Epstein and Birchard present a new approach to managing corporate accountability, as a function of four essential and interlocking drivers: governance, performance measurement, control systems, and reporting. They identify where and how companies fail in meeting requirements of these four cornerstones, and then build a powerful framework for managers at all levels to improve decision making, clarify and communicate strategy, accelerate feedback and learning, and secure stakeholder loyalty.

This multi-disciplinary volume brings together lawyers, accountants, sociologists and economists to explore the central themes of the legal and organizational accountability of the public corporation. It offers the first sustained attempt to transcend the institutionalist and contractarian visions which, during the 1980s, became the mainstream perspectives in corporate analysis. This highly topical volume includes papers on such topics as corporate groups and network structure, the American law of corporate groups, and private business and corporate fiduciary law.

Corporations are the productive engine of market economies. Yet the rules by which the wealth generated by corporations gets divided between the providers of financial capital and the providers of human capital are poorly understood. In this colloquium, a group of economists, social scientists, lawyers, labor relations specialists, business executives, and executives of financial institutions debate questions about the allocation of risks, returns, and rights in corporations that were raised in Margaret Blair's prior book, Ownership and Control: Rethinking Corporate Governance for the Twenty-First Century (Brookings, 1995). In addition to Margaret Blair, participants include Bernard Aidinoff, Amatai Etzioni, Ronald Gilson, Martin Ginsburg, Mark Goyder, Oliver Hart, Bruce Householder, Tony Jackson, Bevis Longstreth, Jonathan Low, Bruce MacLaury, Ira Millstein, Nell Minow, Charles Rossotti, Charles Schultze, Kenneth West, and Sidney Winter. Roswell Perkins, of the New York law firm of Debevoise & Plimpton, served as moderator.

Banking, Capital Markets and Corporate Governance explores the fragility of the banking system, corporate governance, and the increasing securitization of corporate finance. The contributors address the following issues: The impact of banking during a crisis in providing an incentive for the managers of failing banks to restructure their assets; the way in which economic and legal institutions can control the management of banks and firms; and the effects of increases in the securitization of corporate finance and the amount of financial innovation.

This book explores a series of questions about the differences in the capital markets in Japan, Germany and the United States, and contains empirical and comparative studies from the three countries.