Over the past twenty years, a growing number of empirical studies have provided evidence that governance arrangements protecting incumbents from removal promote managerial entrenchment, reducing firm value. As a result of these studies, “good” corporate governance is widely understood today as being about stronger shareholder rights. This Article rebuts this view, presenting new empirical evidence that challenges the results of prior studies and developing a novel theoretical account of what really matters in corporate governance. Employing a unique dataset that spans from 1978 to 2008, we document that protective arrangements that require shareholder approval -- such as staggered boards and supermajority requirements to modify the charter -- are associated with increased firm value. Conversely, protective arrangements that do not require shareholder approval -- such as poison pills and golden parachutes -- are associated with decreased firm value. This evidence suggests that limiting shareholder rights serves a constructive governance function as long as the limits are the result of mutual agreement between the board and shareholders. We argue that this function commits shareholders to preserve a board's authority to exploit competitive private information and pursue long-term wealth maximization strategies.By documenting that committing shareholders to the longer-term matters as much as, if not more than, reducing entrenchment for good corporate governance, our analysis sheds much needed light on issues such as the optimal allocation of power between boards and shareholders, managerial accountability, and stakeholder interests. We conclude by outlining the implications of our analysis concerning the direction corporate governance policies ought to take.

For many Americans, capitalism is a dynamic engine of prosperity that rewards the bold, the daring, and the hardworking. But to many outside the United States, capitalism seems like an initiative that serves only to concentrate power and wealth in the hands of a few hereditary oligarchies. As A History of Corporate Governance around the World shows, neither conception is wrong. In this volume, some of the brightest minds in the field of economics present new empirical research that suggests that each side of the debate has something to offer the other. Free enterprise and well-developed financial systems are proven to produce growth in those countries that have them. But research also suggests that in some other capitalist countries, arrangements truly do concentrate corporate ownership in the hands of a few wealthy families. A History of Corporate Governance around the World provides historical studies of the patterns of corporate governance in several countries-including the large industrial economies of Canada, France, Germany, Italy, Japan, the United Kingdom, and the United States; larger developing economies like China and India; and alternative models like those of the Netherlands and Sweden.

Praise for Essentials of Corporate Governance "Mr. Anand's book is a practical study of the complicated issues surrounding the world of corporate governance. He includes excellent case studies and best practice solutions for improving governance programs within all types of organizations." -Chrisan Herrod V.P. Marketing and Business Development Compliance Spectrum "This book is a highly practical, accessible guide to post-Enron reforms and an essential resource for managers who want more than just to comply with SOX; this book will help them benefit from it." -Nell Minow Editor and cofounder The Corporate Library Written by Sanjay Anand, one of the world's leading corporate governance, risk management, and regulatory compliance experts, this simple-to-use book is designed with appreciation for demanding professional obligations, with information easy to find and at your fingertips. This professional guide's nuts-and-bolts presentation examines why corporate governance is important, to put you in a better position to understand its successful implementation for your organization. Essentials of Corporate Governance will challenge your concept of corporate governance and provide you with an understanding of: * The concept of governance * The competing goals that corporations may have * Why there is a call for corporations to be more ethical * The various forms of corporate structure * Corporate governance in emerging markets * Corporate governance within nonprofit organizations Communicating the idea of corporate governance as a process and an ideal rather than a set of criteria, this accessible and relevant book is the resource and reference guide you will turn to time and again for the knowledge you need to make corporate governance work for your corporation.

Questions of company governance have been examined over the years, but this has generally been in areas concerning shareholders. Meanwhile the management team and board of directors remain comparatively unexplored. This book has been written to provide a way into this relatively unknown world of executive committees.

The motivation for writing this book is the authors' deeply held conviction that good governance is an essential element for any organisation that wishes to maximise its effectiveness. They are not alone in observing that in many cases companies or other organisations that perform badly are often poorly governed. Indeed, the key explanation for poor performance is often poor governance. This observation is not limited geographically and there are many examples from around the world. Concern with good governance is not just limited to the free enterprise system. It is universal.

Praise for Corporate Governance Best Practices "A thorough and thoughtful guidebook on the governance lay of the land." -Professor Charles M. Elson, Woolard Chair in Corporate Governance and Director of Weinberg Center for Corporate Governance, University of Delaware "Frederick Lipman provides a comprehensive approach to best corporate governance practices for all organizations, which is current, thoughtful, and practical. Directors and corporate governance personnel of public, private, and not-for-profit organizations must read this book." -Professor Raphael H. Amit, Director of Goergen Entrepreneurial Management Program, Wharton School of Business "Fred Lipman is considered by many directors and CEOs to be the preeminent expert on corporate governance in the country. His advice on this important topic, which impacts the boards of all types of organizations-public, private, and not-for-profit-is required reading in this day and age." -Frederick (Ted) Peters, Chairman and Chief Executive Officer, Bryn Mawr Bank Corporation (aka The Bryn Mawr Trust Company) "Boards of directors must be aware of best corporate governance practices in order to be effective in their oversight role and that is true for all not-for-profit organizations, including universities, as well as public and private companies. Frederick Lipman has authored a practical and comprehensive guide to 'best practices' for all boards of directors, which is required reading." -George P. Tsetsekos, PhD, Dean, Bennett S. LeBow College of Business, Drexel University "In a world of 'good,' 'better,' 'best,' where 'good' and 'better' may not be good enough, Fred Lipman's new book is a straightforward, and even comforting, compendium of BEST governance practices for serious directors. It is a handy and reassuring tool for the conscientious." -Allen R. Freedman, Audit Committee Chairman, StoneMor Partners LP,Founding Director, Association of Audit Committee Members

Good corporate governance practices lead to better compliance, but more importantly these behaviors lead to better organizational operation and increased shareholder and stakeholder confidence because of the increased visibility and monitoring that is put in place. Corporate governance is a term that embodies all of the process, policies, procedures and records that an organization uses to make decisions and carry those decisions out. Corporate governance is the set of practices that best provides for the effective, open, and visible management of an organization. The comprehensive study of corporate governance is an acknowledged necessity for good performance in business, but this type of governance is still new to many organizations. Corporate governance involves detailed understanding of communication, policy and procedure, and performance management. It also includes codes of conduct and ethics, leadership, human resources management, and corporate compliance. Comprehensive Approach to Corporate Governance offers detailed information about communication, corporate risk, codes of conduct and ethics, and the practice of corporate social accountability, as opposed to social responsibility. Drawing on a variety of sources, author Tri Junarso communicates these distinctions in a thorough, easy-to-understand manner. Comprehensive Approach to Corporate Governance is an accessible handbook, which will help your organization on its way to success

All institutions require a framework of governance, comprising a mission to be accomplished with clear rules and recognized conventions to guide its accomplishment. This book sets the governance of companies - corporate governance - in a wider framework so that it can be appreciated as part of a long tradition and of a system that affects our lives at all levels and in most places.Corporate governance is no longer optional for businessmen - it is vital - and the events which have led to this and the approaches taken by different countries are explained by Adrian Davies. He goes on to develop a working model for introducing a system of corporate governance, as well as detailing the process of installing and maintaining it. As the title suggests, A Strategic Approach to Corporate Governance explores the link between corporate governance and business strategy, and examines the role of the board of directors in providing leadership to both processes. Moving beyond the Cadbury, Greenbury and Hampel Codes, this book outlines a stakeholder approach to corporate governance which complements the financially-focused Codes.As Sir Adrian Cadbury says in his Foreword:'Openness and accountability are the governance watchwords and ethical standards are the basis on which lasting governance systems are built. These are the lessons we have all learnt from the work which has been done worldwide on the governance of companies. Adrian Davies' book will, with advantage, help to spread corporate experience in this field to a wider range of organisations.'