The Recurrent Crisis in Corporate Governance

In the late 1990s the American corporation forged ahead in gains in efficiency and earnings performance with strong reflections in stock price appreciation.However, the events of Enron and the bursting of the bubble of unlimited increases in the price of Internet, telecom and energy company shares have caused the authors of this book to take another look at American corporate governance.The authors use a scholar-practitioner approach to show what is missing in today's corporate governance and to support a case for activating the board of directors, with leadership from an independent chair, to put new controls on management and take responsibility for the result.

Paul MacAvoy is at Yale School of Management.

Ira Millstein is at Weil Gotshal and Manges.

Governance Structure and Conduct * The Emergence and Development of the Governance Problem * Three Sources of Accelerated Change * The Emergence of the Full Role of the Board of Directors * The Impact of Strong Governance on Corporate Performance * Introduction to a New Approach for Determining the Results for Good Governance * Metrics for Board Independence and Activism * 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 * 'Where Was the Board?' Share Price Collapse and Bankruptcies in the Largest Corporations Create a Second Governance Crisis In 20002002 * Status Quo in Corporate Governance * Incremental Change * The Collapse of Enron and Others * The Nine Largest Companies Investigate for Fraudulent Financial Statements * Where then was the Board of Directors * A Second Look at Enron * Proposals for a Second Reform of Corporate Governance
Governance Structure and Conduct * The Emergence and Development of the Governance Problem * Three Sources of Accelerated Change * The Emergence of the Full Role of the Board of Directors * The Impact of Strong Governance on Corporate Performance * Introduction to a New Approach for Determining the Results for Good Governance * Metrics for Board Independence and Activism * 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 * 'Where Was the Board?' Share Price Collapse and Bankruptcies in the Largest Corporations Create a Second Governance Crisis In 20002002 * Status Quo in Corporate Governance * Incremental Change * The Collapse of Enron and Others * The Nine Largest Companies Investigate for Fraudulent Financial Statements * Where then was the Board of Directors * A Second Look at Enron * Proposals for a Second Reform of Corporate Governance