Corporate Governance by Jonathan R. Macey
Promises Kept, Promises Broken

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Synopsis

Even in the wake of the biggest financial crash of the postwar era, the United States continues to rely on Securities and Exchange Commission oversight and the Sarbanes-Oxley Act, which set tougher rules for boards, management, and public accounting firms to protect the interests of shareholders. Such reliance is badly misplaced. In Corporate Governance, Jonathan Macey argues that less government regulation--not more--is what's needed to ensure that managers of public companies keep their promises to investors.

Macey tells how heightened government oversight has put a stranglehold on what is the best protection against malfeasance by self-serving management: the market itself. Corporate governance, he shows, is about keeping promises to shareholders; failure to do so results in diminished investor confidence, which leads to capital flight and other dire economic consequences. Macey explains the relationship between corporate governance and the various market and nonmarket institutions and mechanisms used to control public corporations; he discusses how nonmarket corporate governance devices such as boards and whistle-blowers are highly susceptible to being co-opted by management and are generally guided more by self-interest and personal greed than by investor interests. In contrast, market-driven mechanisms such as trading and takeovers represent more reliable solutions to the problem of corporate governance. Inefficient regulations are increasingly hampering these important and truly effective corporate controls. Macey examines a variety of possible means of corporate governance, including shareholder voting, hedge funds, and private equity funds.

Corporate Governance reveals why the market is the best guardian of shareholder interests.

 

About Jonathan R. Macey

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Jonathan R. Macey is the Sam Harris Professor of Corporate Law, Corporate Finance, and Securities Law at Yale Law School. His books include "An Introduction to Modern Financial Theory"; "Insider Trading: Economics, Politics, and Policy"; and "Macey on Corporation Laws".
 
Published September 22, 2008 by Princeton University Press. 344 pages
Genres: Business & Economics, Education & Reference, Professional & Technical, Law & Philosophy. Non-fiction

Unrated Critic Reviews for Corporate Governance

Huntington News

-- was a result of three factors: • The growth of reliance on regulation rather than reputation as the primary mechanism for protecting customers • The increasing complexity of regulation, which made technical expertise rather than reputation the primary criterion on which customers choose who...

Apr 15 2013 | Read Full Review of Corporate Governance: Promise...

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