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Corporate Governance

by: Kim, Kenneth A; Nofsinger, John R.

Corporate Governance

by: Kim, Kenneth A; Nofsinger, John R.

ISBN 13:
9780131735347
ISBN 10:
0131735349
Edition: 2nd
Format: Paperback
Copyright: 01/01/2007
Publisher: Pearson College Div
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Summary

The first of its kind, Nofsinger provides an overview of our corporate governance system in a flexible, modular format. Today, the term corporate governance is familiar to almost everyone. Unfortunately, its familiarity in our society comes about because of revelations of one shocking corporate scandal after another: executives caught pilfering from their firms; accountants helping companies doctor their financial numbers; analysts irresponsibly hyping internet stocks. Nofsingeris organized into chapters that discuss each corporate governance mechanism. Every chapter is organized in the same way, and each chapter is self-contained. Each chapter begins with a detailed overview of the monitor or monitoring mechanism, and then highlights potential problems.

Preface	p. xiii
About The Authors	p. xvii
Corporations and Corporate Governance	p. 1
Forms of Business Ownership	p. 1
Separation of Ownership and Control	p. 3
Can Investors Influence Managers?	p. 4
Monitors	p. 4
An Integrated System of Governance	p. 7
International Monitoring	p. 8
Summary	p. 9
Review Questions	p. 9
Discussion Questions	p. 9
Exercises	p. 10
Expercises for Non-U.S. Students	p. 10
Endnotes	p. 10
Executive Incentives	p. 11
Potential Managerial Temptations	p. 11
Types of Executive Compensation	p. 12
Base Salary and Bonus	p. 12
Stock Options	p. 13
Stock Grants	p. 15
Does Incentive-Based Compensation Work in General?	p. 15
Potential "Incentive" Problems with Incentive-Based Compensation	p. 16
Problems with Accounting-Based Incentives	p. 16
Problems with Stock Option Incentives	p. 16
Expensing Executive Options: An Easy Solution?	p. 19
Other Compensation	p. 20
Crime and Punishment	p. 21
International Perspective-CEO Compensation Around the World	p. 21
Summary	p. 22
Review Questions	p. 23
Discussion Questions	p. 23
Exercises	p. 23
Exercises for Non-U.S. Students	p. 24
Endnotes	p. 24
Accountants and Auditors	p. 25
Accounting Functions	p. 25
Accounting for Inside Use	p. 25
Accounting for Outside Use	p. 26
Problems that may Occur in Accounting	p. 26
Auditing	p. 27
Internal Auditors	p. 27
External Auditors	p. 28
How the Nature of External Auditing has Evolved Since the Late 1930s	p. 30
Accounting Oversight	p. 30
The Changing Role of Accounting - Managing Earnings	p. 31
From Manipulation to Fraud	p. 33
Auditors as Consultants	p. 36
International Perspective	p. 37
Summary	p. 38
Review Questions	p. 39
Discussion Questions	p. 39
Exercises	p. 39
Exercises for Non-U.S. Students	p. 40
Endnotes	p. 40
The Board of Directors	p. 41
Overview of Boards	p. 41
The Board's Legal Duties	p. 41
Board Committees	p. 42
Board Structure Regulations Imposed by Exchanges and the Sarbanes-Oxley Act	p. 42
More Attention on Directors	p. 44
What is a "Good" Board?	p. 46
Independent Boards	p. 46
Small Boards	p. 47
Board Structure in the U.S. and Around the World	p. 47
Good for the Goose, Good for the Gander?	p. 48
Can Good Boards Lead to Better Firm Performance?	p. 49
Potential Problems with Today's Boards	p. 49
International Perspective - Boards in Western Europe	p. 51
Two-Tier Boards	p. 51
Board Regulations on Independence	p. 53
Summary	p. 55
Review Questions	p. 55
Discussion Questions	p. 55
Exercises	p. 56
Exercises for Non-U.S. Students	p. 56
Endnotes	p. 56
Investment Banks and Securities Analysts	p. 58
Investment Banking Activities	p. 59
Criticisms of Investment Banks	p. 61
IPO Problems	p. 61
Structured Deals	p. 62
Securities Analysts	p. 64
Quality of Analysts' Recommendations	p. 65
Potential Conflicts of Interest	p. 67
Analysts and the Firms They Analyze	p. 67
Analysts Working at Investment Banks	p. 67
Summary	p. 71
Review Questions	p. 71
Discussion Questions	p. 72
Exercises	p. 72
Exercises for Non-U.S. Students	p. 72
Endnotes	p. 73
Creditors and Credit Rating Agencies	p. 75
Debt as a Disciplinary Mechanism	p. 75
Institutional Lenders as Corporate Monitors	p. 77
Why Didn't Lenders Raise a Red Flag During the Recent Corporate Scandals?	p. 77
Credit Rating Agencies	p. 78
A Brief Historical Perspective	p. 78
The Ratings	p. 79
Criticisms	p. 81
International Perspective	p. 83
Japan's Main Bank System	p. 83
Creditor Rights Around the World	p. 84
Summary	p. 86
Review Questions	p. 86
Discussion Questions	p. 87
Exercises	p. 87
Exercises for Non-U.S. Students	p. 87
Endnotes	p. 88
Shareholders and Shareholder Activism	p. 89
What is Shareholder Activism?	p. 90
Activism by Individual Shareholders	p. 90
Monitoring by Large Shareholders	p. 94
Institutional Shareholders: An Overview	p. 95
Does Institutional Shareholder Activism Work?	p. 97
Potential Roadblocks to Effective Shareholder Activism	p. 98
International Perspective	p. 99
Summary	p. 100
Review Questions	p. 100
Discussion Questions	p. 101
Exercises	p. 101
Exercises for Non-U.S. Students	p. 101
Endnotes	p. 101
Corporate Takeovers: A Governance Mechanism?	p. 104
Brief Overview of M&A	p. 106
The Target Firm	p. 107
The Notion of the Disciplinary Takeover	p. 109
Takeover Defenses	p. 111
Firm-level Pre-emptive Takeover Defenses	p. 111
Firm-level Reactionary Takeover Defenses	p. 111
State-level Anti-takeover Laws	p. 112
Assessments of Takeover Defenses	p. 113
Are Takeover Defenses Bad for the Governance System?	p. 113
International Perspective	p. 114
Summary	p. 116
Review Questions	p. 116
Discussion Questions	p. 117
Exercises	p. 117
Exercises for Non-U.S. Students	p. 117
Endnotes	p. 117
The Securities and Exchange Commission	p. 119
The Securities Acts	p. 120
The 2002 Act's Effect on Accounting Oversight	p. 121
Summary of the Acts	p. 122
Organizational Structure of the SEC	p. 122
Need for the Acts and the SEC	p. 124
SEC Problem Areas	p. 126
Reporting	p. 126
Punishment	p. 126
SEC Resources	p. 127
International Perspective	p. 128
Summary	p. 130
Review Questions	p. 130
Discussion Questions	p. 130
Exercises	p. 131
Exercises for Non-U.S. Students	p. 131
Endnotes	p. 131
New Governance Rules	p. 133
Sarbanes-Oxley Act of 2002	p. 133
Public Company Accounting Oversight Board	p. 133
Auditor Independence	p. 134
Corporate Responsibility	p. 134
Enhanced Financial Disclosures	p. 135
Analysts Conflicts of Interests	p. 135
Sec Resources and Authority	p. 135
Corporate and Criminal Fraud, Accountability, and Penalities	p. 135
Will the Act be Beneficial?	p. 136
Other Regulatory Changes	p. 137
The New York Stock Exchange	p. 137
NASDAQ Stock Market	p. 138
Causes of Securities Regulations: A History Lesson	p. 138
International Perspective	p. 141
Summary	p. 144
Review Questions	p. 145
Discussion Questions	p. 145
Exercises	p. 145
Exercises for Non-U.S. Students	p. 145
Endnotes	p. 146
Corporate Citizenship	p. 147
Stakeholder View of the Firm	p. 148
Legal Foundations	p. 150
Corporate Social Responsibility	p. 150
Governance and Stakeholder Theory	p. 152
Criticisms	p. 153
International Perspectives	p. 156
Summary	p. 158
Review Questions	p. 158
Discussion Questions	p. 159
Exercises	p. 159
Exercises for Non-U.S. Students	p. 159
Endnotes	p. 159
Index	p. 161
Table of Contents provided by Ingram. All Rights Reserved.

Amazon no longer offers textbook rentals. We do!

Corporate Governance

Corporate Governance

9780131735347

0131735349

Summary

Table of Contents

Supplemental Materials

Write a Review

Amazon no longer offers textbook rentals. We do!

Corporate Governance

Corporate Governance

9780131735347

0131735349

Summary

Table of Contents

Supplemental Materials

Write a Review

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