Part Five The rules of the game matter as well -- 14. Caught in the middle: reforming the legal and regulatory environment. Part Two. Motivate -- 4. Narrowing the gap: the incentives generated by managerial ownership -- 5. A primer on pay: executive compensation and efficient contracting -- 6. Hiding high pay: executive compensation and managerial power -- 7. Separating the wheat from the chaff: incentives generated by executives' career concerns -- Part Three. Delegate -- 8. With one hand tied behind their back: delegating monitoring to external capital markets -- 9. No skin in the game: delegating monitoring to financial analysts -- 10. Crashing the party: delegating monitoring to large shareholders -- Part Four Sell -- 11. A new broom: the market for corporate control -- 12. Bypassing the board: offensive tactics in hostile takeovers -- 13. Fighting back: defensive tactics in hostile takeovers Part Five The rules of the game matter as well -- 14. Caught in the middle: reforming the legal and regulatory environment.
Summary:
" A battle is being fought within corporations. Shareholders want managers to make their shares as valuable as possible, managers want shareholders to leave them alone, and the board of directors is caught in the middle. The Firm Divided shows how strong boards persuade managers to do what's best for shareholders-and why weak boards don't. Graeme Guthrie blends the stories of particular firms and individuals with the insights of scholarly research, enhancing understanding of how seemingly separate events are consequences of the separation of ownership and control, the ultimate cause of manager-shareholder conflict. Boards of directors can affect the outcome of this conflict by monitoring managers, providing incentives for managers to work in shareholders' best interests, delegating monitoring to outside parties, and influencing the effectiveness of the market for corporate control. How directors do this depends on how they weigh their fiduciary duty to shareholders against the close ties that bind them to senior executives. The Firm Divided provides conceptual insight, underpinned by research into corporate governance, into board-manager interactions. It shows how tools that can benefit shareholders when used by strong boards can actually harm shareholders when used by weak boards. Guthrie provides a 360 degree view of firms, exploring the ways in which each player pursues their own goals, with examples from a range of firms in diverse industries. "-- Provided by publisher. "In every corporation, there is an inherent conflict between the interests of the executives running the company and the shareholders who own it. The corporate governance issues resulting from these conflicts can lead to public and sometimes costly scandals: leaked excessive pay packages, CEOs stacking their boards with friends and cronies, massive payouts from management buyouts, extended proxy fights, and vocal shareholder activism, among other serious issues. In The Firm Divided, Graeme Guthrie examines these conflicts with the intention of illuminating for the reader the perspective of each player in the firm--executives, shareholders, and the board--and exploring the ways in which each player pursues his or her own goals, which is often at odds with the interests of other parties. Guthrie walks the reader through various governance scenarios by explaining the reasoning behind shareholder, executive, and board decisions and through vignettes of these situations playing out in real life"-- Provided by publisher.
This resource is supported by the Institute of Museum and Library Services under the provisions of the Library Services and Technology Act as administered by State Library of Iowa.