Stephen M. Bainbridge
- Comprehensively covers all the major corporate governance developments of the last decade, with a focus on the key federal statutes
- Clearly explains complex technical legal and economic issues in ways that the educated generalist will understand
- Identifies and clearly explains which regulations and laws make good policy sense, and which do not
- Sophisticated in its economic analysis of the law to be persuasive to the professional, yet sufficiently clear for the educated lay person
- Thoroughly researched in its coverage of important contributions to the legal and economic literature on corporate governance
The years from 2000 to 2010 were bookended by two major economic crises. The bursting of the dotcom bubble and the extended bear market of 2000 to 2002 prompted Congress to pass the Sarbanes-Oxley Act, which was directed at core aspects of corporate governance. At the end of the decade came the bursting of the housing bubble, followed by a severe credit crunch, and the worst economic downturn in decades. In response, Congress passed the Dodd-Frank Act, which changed vast swathes of financial regulation. Among these changes were a number of significant corporate governance reforms.
Corporate Governance after the Financial Crisis asks two questions about these changes. First, are they a good idea that will improve corporate governance? Second, what do they tell us about the relative merits of the federal government and the states as sources of corporate governance regulation? Traditionally, corporate law was the province of the states. Today, however, the federal government is increasingly engaged in corporate governance regulation.
The changes examined in this work provide a series of case studies in which to explore the question of whether federalization will lead to better outcomes. The author analyzes these changes in the context of corporate governance, executive compensation, corporate fraud and disclosure, shareholder activism, corporate democracy, and declining US capital market competitiveness.
Readership: Academics in law, economics, finance, and business. Corporate governance professionals, including legal counsel, business leaders, active investors, shareholder rights advocates, shareholder proxy advisors. Lay persons interested in business and economics.
About the Author
Stephen Bainbridge is the William D. Warren Distinguished Professor of Law at UCLA, where he currently teaches Business Associations, Advanced Corporation Law and a seminar on corporate governance. In past years, he has also taught Corporate Finance, Securities Regulation, Mergers and Acquisitions, and Unincorporated Business Associations. Professor Bainbridge previously taught at the University of Illinois Law School. He has also taught at Harvard Law School as the Joseph Flom Visiting Professor of Law and Business, La Trobe University in Melbourne, and at Aoyama Gakuin University in Tokyo.
Table of Contents
Acknowledgements
About the Author
Introduction
Chapter 1. Who Makes the Rules?
Chapter 2. The Board's Role
Chapter 3. Director Independence
Chapter 4. Executive Compensation
Chapter 5. Internal Controls
Chapter 6. The Gatekeepers
Chapter 7. Shareholder Empowerment
Conclusion
Index
