Corporate Governance


Corporate Governance

9781858988719 Edward Elgar Publishing
Edited by Kevin Keasey, Leeds Permanent Building Society Professor of Financial Services and Director of the International Institute of Banking and Financial Services, Leeds University Business School, UK, Steve Thompson, Professor of Strategic Management, Nottingham University Business School, UK and the late Mike Wright, formerly Professor of Entrepreneurship and Director, Centre for Management Buyout Research, Imperial College Business School, London, UK
Publication Date: June 1999 ISBN: 978 1 85898 871 9 Extent: 2,424 pp
This major four volume collection presents the most important classic and contemporary papers on corporate governance – an area that has attracted worldwide interest in the 1990s.

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This major four volume collection presents the most important classic and contemporary papers on corporate governance – an area that has attracted worldwide interest in the 1990s.

Corporate governance consists of an interrelated set of mechanisms comprising institutional shareholders, boards of directors, managers remunerated according to performance, the market for corporate control, ownership structure, financial structure, relational investors and product market competition. Drawing on related disciplines such as finance, economics and management, this international and comparative collection reprints the most important published articles on the main elements of corporate governance in different countries.

Corporate Governance will be an essential source of reference for students and researchers in economics, finance and management concerned with the role of the corporation in the modern economy.
Critical Acclaim
‘The volumes are useful in reproducing many of the key readings across what is a broad area. It should certainly be ordered by all libraries, as no libraries are likely to have all the material contained here. . . the journal articles are reproduced with the original pagination, so these reproduced versions can still be used to follow up page citations made to the original articles.’
– Jonathan Michie and Christine Oughton, International Review of Applied Economics

‘This edited collection of previously published work comes as a four-volume set and must surely represent one of the best attempts to date at producing the definitive review of the corporate governance literature . . . it is just about as comprehensive as is possible to get . . . the editors have succeeded in adding substantial value beyond that of the constituent papers through their careful selection, organisation and presentation of such a diverse range of material . . . even the more widely read corporate enthusiasts are sure to find something new . . . The four volumes are organised in such a way that they guide the reader naturally and effortlessly through the extensive and disorderly body of work that characterises the governance literature . . . the editorial team has succeeded in adding much needed structure to the bewildering array of research in this area. In addition, despite the rapid pace at which the corporate governance literature is developing, the clever choice of papers and the carefully crafted unifying framework ensure that this book will remain both informative and stimulating for many years to come . . . With a price tag of almost £500, it clearly requires a more substantial investment than the average book on corporate governance that one finds in university bookshops. Then again, of course, it is not like the average corporate governance book. As a source of reference material, it should prove extremely useful. As a way of organising one’s thoughts, both for research and teaching purposes, it should prove invaluable. And as a stimulus for developing and exploring new ideas in the area of corporate governance, it will prove difficult to beat.’
– Steven Young, Accounting and Business Research
78 articles, dating from 1937 to 1997
Contributors include: K.J. Arrow, B.S. Black, R. Caves, J.C. Coffee, E. Fama, S. Gilson, O. Hart, M. Jensen, K. Murphy, K. Rediker, M. Roe, A. Seth, O. Williamson, S.A. Zahra
Volume I: Acknowledgements • Introduction

Part I: Differing Perspectives on Corporate Governance Frameworks I - Economic, Finance, Legal, etc...

1. Kenneth J. Arrow (1974), ‘Authority and Responsibility’
2. Andrei Shleifer and Robert W. Vishny (1997), ‘A Survey of Corporate Governance’
3. Herbert A. Simon (1991), ‘Organizations and Markets’
4. Mark J. Roe (1994), ‘Preface’, ‘Introduction’, ‘Diffuse Ownership as Natural Economic Evolution’, ‘Fragmentation’s Costs’, ‘Diffuse Ownership as Political Product’, ‘A Political Theory’ and ‘Conclusion’

Part II: Differing Perspectives on Corporate Governance Frameworks II - Exit, Voice, Stakeholders, etc...

5. Albert O. Hirschman (1970), ‘Exit’, ‘Voice’ and ‘The Elusive Optimal Mix of Exit and Voice’
6. Michael C. Jensen (1993), ‘The Modern Industrial Revolution, Exit, and the Failure of Internal Control Systems’
7. Oliver Hart (1995), ‘Corporate Governance: Some Theory and Implications’
8. Thomas M. Jones (1995), ‘Instrumental Stakeholder Theory: A Synthesis of Ethics and Economics’
9. John Kay and Aubrey Silberston (1995), ‘Corporate Governance’

Part III: Governance, Strategy and Enterprise

10. Charles W.L. Hill and Scott A. Snell (1988), ‘External Control, Corporate Strategy and Firm Performance in Research-Intensive Industries’
11. Barry D. Baysinger, Rita D. Kosnik and Thomas A. Turk (1991), ‘Effects of Board and Ownership Structure on Corporate R&D Strategy’
12. Shaker A. Zahra (1996), ‘Governance, Ownership, and Corporate Entrepreneurship: The Moderating Impact of Industry Technological Opportunities’

Name Index

Volume II:
Part I: Equity Ownership Structure and Control

1. Adolf A. Berle and Gardiner C. Means (1968), ‘The Evolution of Control’, ‘The Divergence of Interest Between Ownership and Control’ and ‘The New Concept of the Corporation’
2. John Cubbin and Dennis Leech (1983), ‘The Effect of Shareholding Dispersion on the Degree of Control in British Companies: Theory and Measurement’
3. Eugene F. Fama and Michael C. Jensen (1983), ‘Separation of Ownership and Control’
4. Harold Demsetz and Kenneth Lehn (1985), ‘The Structure of Corporate Ownership: Causes and Consequences’
5. Oliver Hart (1995), ‘The Structure of Voting Rights in a Public Company’

Part II: The Role of Capital Structure

6. Michael C. Jensen and William H. Meckling (1976), ‘Theory of the Firm: Managerial Behavior, Agency Costs and Ownership Structure’
7. Sanford J. Grossman and Oliver D. Hart (1982), ‘Corporate Financial Structure and Managerial Incentives’
8. Erik Berglöf (1990), ‘Capital Structure as a Mechanism of Control: a Comparison of Financial Systems’
9. Milton Harris and Artur Raviv (1991), ‘The Theory of Capital Structure’
10. Oliver E. Williamson (1988), ‘Corporate Finance and Corporate Governance’
11. Jonathan R. Macey and Geoffrey P. Miller (1995), ‘Corporate Governance and Commercial Banking: A Comparative Examination of Germany, Japan, and the United States’

Part III: The Role of Institutional Shareholders

12. John Pound (1988), ‘Proxy Contests and the Efficiency of Shareholder Oversight’
13. John C. Coffee, Jr. (1991), ‘Liquidity Versus Control: The Institutional Investor as Corporate Monitor’
14. Stephen D. Prowse (1990), ‘Institutional Investment Patterns and Corporate Financial Behavior in the United States and Japan’
15. Bernard S. Black and John C. Coffee, Jr. (1994), ‘Hail Britannia?: Institutional Investor Behavior Under Limited Regulation’
16. Helen Short and Kevin Keasey (1997), ‘Institutional Shareholders and Corporate Governance in the United Kingdom’

Name Index

Volume III:

Part I: Board Structure, Processes and Non-Executive Directors

1. Eugene F. Fama (1980), ‘Agency Problems and the Theory of the Firm’
2. Edward J. Zajac and James D. Westphal (1996), ‘Director Reputation, CEO-Board Power, and the Dynamics of Board Interlocks’
3. Barry Baysinger and Robert E. Hoskisson (1990), ‘The Composition of Boards of Directors and Strategic Control: Effects on Corporate Strategy’
4. Kenneth J. Rediker and Anju Seth (1995), ‘Boards of Directors and Substitution Effects of Alternative Governance Mechanisms’
5. Andrew Pettigrew and Terry McNulty (1995), ‘Power and Influence in and Around the Boardroom’
6. Brian G.M. Main and James Johnston (1993), ‘Remuneration Committees and Corporate Governance’

Part II: Directors’ Remuneration

7. George P. Baker, Michael C. Jensen and Kevin J. Murphy (1988), ‘Compensation and Incentives: Practice vs. Theory’
8. Ellen L. Pavlik, Thomas W. Scott and Peter Tiessen (1993), ‘Executive Compensation: Issues and Research’
9. Kevin J. Murphy (1985), ‘Corporate Performance and Managerial Remuneration: An Empirical Analysis’
10. Michael C. Jensen and Kevin J. Murphy (1990), ‘Performance Pay and Top-Management Incentives’
11. Brian G.M. Main, Alistair Bruce and Trevor Buck (1996), ‘Total Board Remuneration and Company Performance’
12. Martin Conyon, Paul Gregg and Stephen Machin (1995), ‘Taking Care of Business: Executive Compensation in the United Kingdom’

Part III: Corporate Structures and Internal Governance

13. R.H. Coase (1937), ‘The Nature of the Firm’
14. Armen A. Alchian and Harold Demsetz (1972), ‘Production, Information Costs, and Economic Organization’
15. William G. Ouchi (1980), ‘Markets, Bureaucracies, and Clans’
16. Benjamin Klein, Robert G. Crawford and Armen A. Alchian (1978), ‘Vertical Integration, Appropriable Rents, and the Competitive Contracting Process’
17. Robert E. Hoskisson, Charles W.L. Hill and Hicheon Kim (1993), ‘The Multidivisional Structure: Organizational Fossil or Source of Value?’
18. R.S. Thompson (1981), ‘Internal Organization and Profit: A Note’
19. John Cable and Hirohiko Yasuki (1985), ‘Internal Organisation, Business Groups and Corporate Performance: An Empirical Test of the Multidivisional Hypothesis in Japan’
20. Ronald J. Gilson and Mark J. Roe (1993), ‘Understanding the Japanese Keiretsu: Overlaps Between Corporate Governance and Industrial Organization’

Part IV: Governance of Cross-National Corporations

21. Peter J. Buckley and Mark Casson (1991), ‘A Long-run Theory of the Multinational Enterprise’
22. Jean-François Hennart (1986), ‘What Is Internalization?’
23. John H. Dunning (1988), ‘The Eclectic Paradigm of International Production: A Restatement and Some Possible Extensions’
24. David J. Teece (1986), ‘Transactions Cost Economics and the Multinational Enterprise: An Assessment’

Name Index

Volume IV:

Part I: The Role of Financial Disclosure and Auditing

1. George J. Benston (1982), ‘An Analysis of the Role of Accounting Standards for Enhancing Corporate Governance and Social Responsibility’
2. Geoffrey Whittington (1993), ‘Corporate Governance and the Regulation of Financial Reporting’
3. John J. Forker (1992), ‘Corporate Governance and Disclosure Quality’
4. David B. Citron (1992), ‘Accounting Measurement Rules in UK Bank Loan Contracts’
5. Keith W. Hoskin and Richard H. Macve (1988), ‘The Genesis of Accountability: The West Point Connections’

Part II: The Role of the Market for Corporate Control

6. Henry G. Manne (1965), ‘Mergers and the Market for Corporate Control’
7. Sanford J. Grossman and Oliver D. Hart (1980), ‘Takeover Bids, the Free-Rider Problem, and the Theory of the Corporation’
8. Michael C. Jensen (1986), ‘Agency Costs of Free Cash Flow, Corporate Finance, and Takeovers’
9. Richard E. Caves (1989), ‘Mergers, Takeovers and Economic Efficiency: Foresight vs. Hindsight’
10. Julian Franks and Colin Mayer (1990), ‘Capital Markets and Corporate Control: A Study of France, Germany and the UK’
11. Amar Bhide (1993), ‘The Hidden Costs of Stock Market Liquidity’

Part III: Governance Aspects of Corporate Restructuring

12. Richard A. Johnson (1996), ‘Antecedents and Outcomes of Corporate Refocusing’
13. Amar Bhide (1990), ‘Reversing Corporate Diversification’
14. Robert E. Hoskisson, Richard A. Johnson and Douglas D. Moesel (1994), ‘Corporate Divestiture Intensity in Restructuring Firms: Effects of Governance, Strategy, and Performance’
15. Mike Wright (1986), ‘The Make-Buy Decision and Managing Markets: The Case of Management Buy-Outs’

Part IV: Corporate and Funding Cross-Holdings

16. Mark J. Roe (1993), ‘Some Differences in Corporate Structure in Germany, Japan, and the United States’
17. W. Carl Kester (1992), ‘Industrial Groups as Systems of Contractual Governance’

Part V: Employee Involvement

18. Eric Batstone, Anthony Ferner and Michael Terry (1983), ‘Union Nominees on the Board’
19. Jonathan P. Charkham (1995), ‘Germany’
20. Michael A. Conte and Jan Svejnar (1988), ‘Productivity Effects of Worker Participation in Management, Profit-Sharing, Worker Ownership of Assets and Unionization in U.S. Firms’
21. Derek C. Jones and Takao Kato (1995), ‘The Productivity Effects of Employee Stock-Ownership Plans and Bonuses: Evidence from Japanese Panel Data’

Part VI: Governance in the Public Sector, Mutuality and Privatizations

22. J.A. Kay and D.J. Thompson (1986), ‘Privatisation: A Policy in Search of a Rationale’
23. Maxim Boycko, Andrei Shleifer and Robert W. Vishny (1993), ‘Privatizing Russia’
24. S.G. Ogden (1995), ‘Transforming Frameworks of Accountability: The Case of Water Privatization’
25. Ewan Ferlie, Lynn Ashburner and Louise Fitzgerald (1995), ‘Corporate Governance and the Public Sector: Some Issues and Evidence from the NHS’
26. John Kay (1991), ‘The Economics of Mutuality’

Name Index
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