Corporate governance

Ruud. A. I. van Frederikslust, Associate Professor of Finance, Rotterdam School of Management, Erasmus University Rotterdam

James S. Ang, Bank of America Eminent Scholar, Professor of Finance, College of Business, The Florida State University

Sudi Sudarsanam, Professor of Finance & Corporate Control, School of Management, Cranfield University

Ruud. A. I. van Frederikslust, Associate Professor of Finance, Rotterdam School of Management, Erasmus University Rotterdam. He joined Rotterdam School of Management as Associate Professor of Finance 1984 from the Inter-University Graduate School of Management, The Netherlands, where he was Associate Professor of Finance. He is author of the work Predictability of Corporate Failure (Kluwer Academic Publishers). And editor in chief of the volume of collection: Mergers & Acquisitions (in Dutch) and of the volume Corporate Restructuring and Recovery (in Dutch) (Reed Elsevier LexisNexis). He has participated in the organizations of leading conferences in Europe and the USA and presented there also numerous research papers at the conferences. He has published in leading journals like the Multinational Finance Journal and the Journal of Financial Transformation. He was a member of the Board of the European Finance Association.

James S. Ang, Bank of America Eminent Scholar, Professor of Finance, College of Business, Florida State University. He joined the College of Business, of Florida State University as a Professor of Finance in 1998 from Barnett Bank Chair Professor of Finance, Florida State University. His main areas of research interest are amongst others, in corporate restructuring, corporate governance and control. He has published extensively in leading academic journals like Journal of Corporate Finance, Journal of Financial Economics, Journal of Finance, The Bell Journal of Economics, Journal of Financial and Quantitative Analysis, Journal of Money, Credit and Banking, and The Review of Economics and Statistics. And he is a member (current and past) of the Editorial Board of several of these Journals. He is amongst others a member of the Board of Trustees of the Financial Management Association and formerly he was a member of the Board of Directors of the European Financial Management Association.

Sudi Sudarsanam, Professor of Finance & Corporate Control, School of Management, Cranfield University. He joined Cranfield as Professor of Finance and Corporate Control on the 1 January 2000 from City University Business School where he was Professor of Finance and Accounting. His original commercial background was in banking and international trade finance.

Sudi’s main areas of research interest are in corporate restructuring, mergers and acquisitions and corporate strategy, adopting a multidisciplinary approach. He is one of the leading authorities on mergers and acquisitions in Europe and author of The Essence of Mergers and Acquisitions (Prentice Hall), translated into five European and Asian languages. His recent book, Creating value from mergers and acquisitions: the challenges, an international and integrated perspective (FT Prentice Hall, 2003, pp613) has been widely acclaimed by both academics and practitioners and is considered a standard work on M & A. He has been a visiting professor at US and European business schools. He has been an expert commentator on mergers and acquisitions on radio and television and in the print media.

Sudi has also published articles in top US and European journals on corporate restructuring, corporate governance and valuation of intellectual assets.

This monumental work on the corporation is one of those enduring classics that many cite but few have read. Graced with a new introduction by Weidenbaum and Jensen, this new edition makes this classic available to a new generation. Written in the early 1930s, The Modern Corporation and Private Property remains the fundamental introduction to the internal organization of the corporation in modern society. Combining the analytical skills of an attorney with those of an economist, Berle and Means raise the central questions, even when their answers have been superseded by changing circumstances.The book's most enduring theme is the separation of ownership from control of the modern corporation and its consequences. Berle and Means display keen awareness of the divergent interests of directors and managers, and of each from owners of the firm. Among their predictions are the characteristic increase in size of the modem corporation and concentration of the economy. The authors view stock exchanges and stock markets as essential by-products of the rise of the modem corporation, and explore how these function. They address the difficult questions of whether corporations operate for the benefit of owners or managers, and explore what motivates managers to make effective use of corporate assets. Finally, they examine the role of the corporation as the prevailing form of organizing the production and distribution of goods and services.In their new introduction, Weidenbaum and Jensen, co-directors of the Center for the Study of American Business at Washington University, critically assess the impact of developments not fully anticipated by Berle and Means, such as the rise of the service sector, and the significant role played by institutional investors in the owner/manager equation. They note the authors' prescient observations, including the complex role of and motivating influences on professional managers, and the significance of inside informatio
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:
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The concept of governance
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The competing goals that corporations may have
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Why there is a call for corporations to be more ethical
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The various forms of corporate structure
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Corporate governance in emerging markets
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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.
The current fashion for rolling back the state has seen the nonprofit or third sector playing an increasing role in what were previously the heartlands of the public sphere. The growing significance of the sector and its increasing reliance on public funds mean it has also attracted increased scrutiny. From outside the sector concerns have been raised about the accountability and performance of nonprofit organizations. From within the sector there has been considerable debate about whether the increased reliance on government contracts is in danger of undermining the sector’s independence. As a result the spotlight has fallen on governance arrangements and whether they are adequate to ensure that nonprofit organizations are effective and accountable for their actions, and able to retain their independence.

This collection offers a comprehensive assessment of research on the governance of nonprofit organizations. Nonprofit governance research has been dominated by the study of boards of unitary organizations and has paid insufficient attention to the multi-level nature of governance, governance relationships and dynamics, and the contribution of actors other than board members, to governance processes.

Drawing on the research of leading scholars in the US, UK, Canada and Australia, this book presents new perspectives on non-profit governance, which help to overcome these weaknesses. Written in an accessible manner the book will be of value to scholars, researchers, students, reflective practitioners and governance consultants and advisers.

The past twenty years have seen great theoretical and empirical advances in the field of corporate finance. Whereas once the subject addressed mainly the financing of corporations--equity, debt, and valuation--today it also embraces crucial issues of governance, liquidity, risk management, relationships between banks and corporations, and the macroeconomic impact of corporations. However, this progress has left in its wake a jumbled array of concepts and models that students are often hard put to make sense of.

Here, one of the world's leading economists offers a lucid, unified, and comprehensive introduction to modern corporate finance theory. Jean Tirole builds his landmark book around a single model, using an incentive or contract theory approach. Filling a major gap in the field, The Theory of Corporate Finance is an indispensable resource for graduate and advanced undergraduate students as well as researchers of corporate finance, industrial organization, political economy, development, and macroeconomics.


Tirole conveys the organizing principles that structure the analysis of today's key management and public policy issues, such as the reform of corporate governance and auditing; the role of private equity, financial markets, and takeovers; the efficient determination of leverage, dividends, liquidity, and risk management; and the design of managerial incentive packages. He weaves empirical studies into the book's theoretical analysis. And he places the corporation in its broader environment, both microeconomic and macroeconomic, and examines the two-way interaction between the corporate environment and institutions.


Setting a new milestone in the field, The Theory of Corporate Finance will be the authoritative text for years to come.

The economic climate is ripe for another golden age of shareholder activism

Deep Value: Why Activist Investors and Other Contrarians Battle for Control of Losing Corporations is a must-read exploration of deep value investment strategy, describing the evolution of the theories of valuation and shareholder activism from Graham to Icahn and beyond. The book combines engaging anecdotes with industry research to illustrate the principles and methods of this complex strategy, and explains the reasoning behind seemingly incomprehensible activist maneuvers. Written by an active value investor, Deep Value provides an insider's perspective on shareholder activist strategies in a format accessible to both professional investors and laypeople.

The Deep Value investment philosophy as described by Graham initially identified targets by their discount to liquidation value. This approach was extremely effective, but those opportunities are few and far between in the modern market, forcing activists to adapt. Current activists assess value from a much broader palate, and exploit a much wider range of tools to achieve their goals. Deep Value enumerates and expands upon the resources and strategies available to value investors today, and describes how the economic climate is allowing value investing to re-emerge. Topics include:

Target identification, and determining the most advantageous ends Strategies and tactics of effective activism Unseating management and fomenting change Eyeing conditions for the next M&A boom

Activist hedge funds have been quiet since the early 2000s, but economic conditions, shareholder sentiment, and available opportunities are creating a fertile environment for another golden age of activism. Deep Value: Why Activist Investors and Other Contrarians Battle for Control of Losing Corporations provides the in-depth information investors need to get up to speed before getting left behind.

Build a more effective board with insight from the forefront of corporate governance

The Handbook of Board Governance provides comprehensive, expert-led coverage of all aspects of corporate governance for public, nonprofit, and private boards. Written by collaboration among subject matter experts, this book combines academic rigor and practitioner experience to provide thorough guidance and deep insight. From diversity, effectiveness, and responsibilities, to compensation, succession planning, and financial literacy, the topics are at once broad-ranging and highly relevant to current and aspiring directors. The coverage applies to governance at public companies, private and small or medium companies, state-owned enterprises, family owned organizations, and more, to ensure complete and clear guidance on a diverse range of issues. An all-star contributor list including Ram Charan, Bob Monks, Nell Minow, and Mark Nadler, among others, gives you the insight of thought leaders in the areas relevant to your organization.

A well-functioning board is essential to an organization’s achievement. Whether the goal is furthering a mission or dominating a market, the board’s composition, strategy, and practices are a determining factor in the organization’s ultimate success. This guide provides the information essential to building a board that works.

Delve into the board’s strategic role in value creation Gain useful insight into compensation, risk, accountability, legal obligations Understand the many competencies required of an effective director Get up to speed on blind spots, trendspotting, and social media in the board room

The board is responsible for a vast and varied collection of duties, but the singular mission is to push the organization forward. Poor organization, one-sided composition, inefficient practices, and ineffective oversight detract from that mission, but all can be avoided. The Handbook of Board Governance provides practical guidance and expert insight relevant to board members across the spectrum.

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
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