PAUL MACAVOY has divided his career activities among research and teaching, government service, and corporate governance. The former Dean and now the Williams Brothers Professor of Management Studies at the Yale School of Management, he has been a member of President Ford's Council of Economic Advisors and was personal economic advisor to George W. Bush before his election (where he gained notoriety as inventor of the term "voodoo economics"). Professor MacAvoy serves on the board of directors of Lafarge Corporation and previously has been on the boards of American Cyanamid, Alumax Corporation, Combustion Engineering and the Chase Manhattan Bank Corporation. He is the author of 20 books and numerous journal articles focusing on government regulation of the structure and conduct of the corporation.

IRA M. MILLSTEIN has been at the forefront of this era's corporate governance movement since its inception. He is Senior Partner of Weil, Gotshal & Manges LLP, an international law firm of over one thousand lawyers with offices in seven countries. He has counselled on corporate governance matters for more than 50 public and philanthropic boards, from General Motors to Tyco. He has chaired the Central Park Conservancy, and currently represents the Board of the Lower Manhattan Development Corporation charged with planning Lower Manhattan following 9-11. He has taught antitrust, government regulation, and corporate governance at New York University, the Harvard Kennedy School ofgovernment, the Columbia Law School, and currently The Yale School of Management. He chairs the Private Sector Advisory Group created by the World Bank and OECD to assist developing nations to improve their corporate governance practices.

Corporate governance is very topical at present following the crisis at Enron and other major companies

Strong author combination of very well known academic at Yale School of Management and leading lawyer

Has potential to influence agenda and debate on corporate governance

List of Figures and Tables Preface Introduction and Summary; I.M.Millstein & P.W.MacAvoy The Current Crisis; I.M.Millstein & P.W.MacAvoy The Emergence and Development of the Governance Problem; I.M.Millstein & P.W.MacAvoy Conglomeration As An Example of Managerial Self Interest Sources of Accelerated Change The Emergence of the Full Role of the Board of Directors Has the Emergence of "New " Governance, In Terms of Board Diligence And Focus Become Observable? The Ambivalent Results of Extant Research on the Impace of Strong Governance on Corporate Performance; I.M.Millstein & P.W.MacAvoy A New Approach for Determining the Effect of Strong Governance on Corporate Performance Metrics for Board Independence and Professionalism Metrics For Performance Methodology Estimation and Analysis of the Governance/Corporate Performance Relationship The Calculation of Economic Value Added Superior Performance After a Change in Governance Conclusion 'Where Was the Board?' Share Price Collapse and the Governance Crisis of 2000-2; P.W.MacAvoy The Status Quo in Corporate Governance in the 1990s Incremental Change The Collapse of Enron and the Others The Nine Largest Companies Investigated for Fraudulent Financial Reporting Where Was the Board of Directors? A Second Look at Management Out of Control Proposals for Reform of Corporate Governance; I.M.Millstein & P.W.MacAvoy New Expectations for Improved Performance in Boards of Directors Appendix A: Technical Implementation Issues in the Analysis of EVA for CalPERS related companies Appendix B: Database of EVA Estimates References