David Larcker: Corporate Governance Matters

Cover: 9780135463109 | Corporate Governance Matters | David Larcker (u. a.) | Taschenbuch

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Beschreibung

The Definitive Guide to High-Performance Corporate Governance Fully updated to reflect the latest research, trends, and regulations, Corporate Governance Matters, Fourth Edition, is the definitive resource for anyone seeking to improve corporate governance practices--from directors and institutional investors to policymakers and researchers. This edition offers comprehensive, objective insights grounded in rigorous analysis and real-world examples, covering new discussions on ESG ratings, stakeholder interests, CEO behavior, and artificial intelligence. David Larcker and Brian Tayan examine today's most pressing governance challenges, including board effectiveness, shareholder activism, organizational risk, and systemic breakdowns. Their empirical, non-ideological approach helps readers understand the impact of governance structures and processes on organizational performance, equipping them to make informed decisions in an increasingly complex environment. Extensively revised coverage of: International corporate governance Compensation, equity ownership, incentives, and the labor market for CEOs Optimal board structure, tradeoffs, and consequences Governance, organizational strategy, business models, and risk management Succession planning Alternative corporate governance structures, including family controlled businesses, nonprofits, private equity, and venture capital Financial reporting and external audit The market for corporate control Roles of institutional and activist shareholders Governance ratings, and more Features: Objectively and fully addresses every component of governance, with no axe to grind: explains what's known and what isn't, helping leaders make better choices in the face of uncertainty Brings together new academic research, updated examples and statistics, and a complete decision-making framework Includes expanded discussions of environmental and social issues in governance, board effectiveness, CEO succession and compensation, cyber risk, and shareholder activism Register your product at [...] for convenient access to downloads, updates, and/or corrections as they become available.

Über den Autor

David Larcker is James Irvin Miller Professor of Accounting at Stanford Graduate School of Business; Director of the Corporate Governance Research Initiative; and Senior Faculty, Arthur and Toni Rembe Rock Center for Corporate Governance. Davids research focuses on executive compensation, corporate governance, and managerial accounting. He has published many research papers and is frequently quoted in both the popular and business press. He received his BS and MS in engineering from the University of MissouriRolla and his PhD in business from the University of Kansas. He previously was on the faculty of the Kellogg Graduate School of Management at Northwestern University and The Wharton School at the University of Pennsylvania. Professor Larcker presently serves on the Board of Trustees for the Wells Fargo Advantage Funds. Brian Tayan is a member of the Corporate Governance Research Program at the Stanford Graduate School of Business. He has written broadly on the subject of corporate governance, including boards of directors, succession planning, executive compensation, financial accounting, and shareholder relations. Previously, he worked as a financial analyst at Stanford University's Office of the CEO and as an investment associate at UBS Private Wealth Management. He has actively managed a private investment partnership since 2006, specializing in long-term, conservative growth through equity investments. Tayan received his MBA from the Stanford Graduate School of Business and his BA from Princeton University.

Inhaltsverzeichnis

Acknowledgments xv

About the Authors xvii

Preface xviii

Chapter 1. Introduction to Corporate Governance 1

Self-Interested Executives 4

Defining Corporate Governance 8

Corporate Governance Standards 9

Best Practice or Best Practices? Does One Size Fit All? 12

Relationship between Corporate Governance and Firm Performance 13

Endnotes 16

Chapter 2. International Corporate Governance 21

Capital Market Efficiency 21

Legal Tradition 24

Accounting Standards 25

Enforcement of Regulations 27

Societal and Cultural Values 28

Individual National Governance Structures 30

Endnotes 46

Interlude 52

Chapter 3. Board of Directors: Duties and Liability 53

Board Responsibilities 53

Board Independence 54

The Operations of the Board 55

Duration of Director Terms 63

Director Elections 63

Removal of Directors 66

Legal Obligations of Directors 66

Endnotes 78

Chapter 4. Board of Directors: Selection, Compensation, and Removal 83

Market for Directors 83

Director Recruitment Process 91

Director Compensation 93

Removal of Directors 100

Endnotes 104

Chapter 5. Board of Directors: Structure and Consequences 111

Board Structure 112

Summary 143

Endnotes 144

Interlude 153

Chapter 6. Strategy, Performance Measurement, and Risk Management 155

Organizational Strategy 156

Strategy Implementation Process 158

Business Model Development and Testing 160

Key Performance Measures 163

How Well Are Boards Doing with Performance Measures and Business Models? 166

Risk and Risk Management 168

Risk and Risk Tolerance 169

Risk to the Business Model 170

Risk Management 173

Oversight of Risk Management 176

Assessing Board Performance on Risk Management 178

Cybersecurity 180

Endnotes 182

Chapter 7. CEO Selection, Turnover, and Succession Planning 187

Labor Market for Chief Executive Officers 187

Labor Pool of CEO Talent 190

CEO Turnover 193

Newly Appointed CEOs 196

Models of CEO Succession 198

The Succession Process 201

How Well Are Boards Doing with Succession Planning? 205

Executive Search Firms 207

Endnotes 209

Chapter 8. Executive Compensation and Incentives 217

The Controversy over Executive Compensation 218

Competing Theories of CEO Pay 219

Components of Compensation 220

Determining Compensation 225

Compensation Consultants 227

Compensation Levels 228

Ratio of CEO Pay to Other Top Executive Pay 233

Ratio of CEO Pay to Average Employee Pay 235

Compensation Mix 236

Short-Term Incentives 239

Long-Term Incentives 241

Benefits and Perquisites 244

Compensation Disclosure 245

Say-on-Pay 247

Competing Theories of CEO Pay 249

Endnotes 250

Chapter 9. Executive Equity Ownership 259

Equity Ownership and Firm Performance 259

Equity Ownership and Risk 262

Equity Ownership and Agency Costs 268

Accounting Manipulation 268

Manipulation of Equity Grants 269

Equity Sales and Insider Trading 272

Rule 10b5-1 275

Hedging 278

Pledging 282

Repricing and Exchange Offers 284

Endnotes 286

Chapter 10. Financial Reporting and External Audit 295

The Audit Committee 296

Accounting Quality, Transparency, and Controls 296

Financial Reporting Quality 298

Financial Restatements 302

Models to Detect Accounting Manipulations 307

The External Audit 309

Audit Quality 312

Structure of Audit Industry 313

Impact of the SarbanesOxley Act 315

External Auditor as CFO 317

Auditor Rotation 318

Endnotes 320

Chapter 11. The Market for Corporate Control 329

The Market for Corporate Control 330

Stock Market Assessment of Acquiring and Target Firms 334

Antitakeover Protections 340

Antitakeover Actions 341

Warding Off Unwanted Acquirers 351

Endnotes 354

Chapter 12. Shareholders and Shareholder Activism 361

The Role of Shareholders 361

Blockholders and Institutional Investors 364

Institutional Investors and Proxy Voting 367

Activist Investors 369

The Rise of Index Investing 379

Shareholder Democracy and Corporate Engagement 380

Proxy Advisory Firms 384

Endnotes 389

Chapter 13. Stakeholders and Stakeholder Activism 399

Pressure to Incorporate Stakeholder Interests 400

Legal and Economic Implications 404

Director and CEO Views on Stakeholders 408

ESG Metrics and Disclosure 409

External Assessment of ESG 413

Endnotes 421

Chapter 14. Corporate Governance and ESG Ratings 429

Third-Party Ratings 429

Credit Ratings 430

Commercial Corporate Governance Ratings 432

Governance Rating Systems by Academic Researchers 437

The Viability of Governance Ratings 442

ESG Ratings 443

Endnotes 448

Chapter 15. Alternative Models of Governance 451

Family-Controlled Corporations 451

Venture-Backed Companies 454

Special Purpose Acquisition Companies 461

Private EquityOwned Companies 462

Nonprofit Organizations 465

Endnotes 469

Chapter 16. Summary and Conclusions 475

Testing Remains Insufficient 476

The Current Focus Is Misdirected 476

Important Variables Are Clearly Missing 478

Context Is Important 479

Rights of Shareholders and Stakeholders 479

Endnotes 480

Index 481

Details

Erscheinungsjahr:	2025
Fachbereich:	Volkswirtschaft
Genre:	Importe , Wirtschaft
Rubrik:	Recht & Wirtschaft
Medium:	Taschenbuch
ISBN-13:	9780135463109
ISBN-10:	0135463106
Sprache:	Englisch
Einband:	Kartoniert / Broschiert
Autor:	Larcker, David Tayan, Brian
Auflage:	4. Auflage
Hersteller:	Pearson International
Verantwortliche Person für die EU:	Pearson Education, St.-Martin-Str. 82, D-81541 München, info@pearson.de
Maße:	232 x 178 x 29 mm
Von/Mit:	David Larcker (u. a.)
Erscheinungsdatum:	02.10.2025
Gewicht:	0,897 kg