The firm divided: manager-shareholder conflict and the fight for control of the modern corporation
"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...
| Main Author: | |
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| Format: | Print Book |
| Language: | English |
| Subito Delivery Service: | Order now. |
| Check availability: | HBZ Gateway |
| Fernleihe: | Fernleihe für die Fachinformationsdienste |
| Published: |
New York, NY
Oxford University Press
[2017]
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| In: | Year: 2017 |
| Reviews: | The Firm Divided: Manager-Shareholder Conflict in the Fight for Control of the Modern Corporation, by Graeme Guthrie. New York: Oxford University Press, 2017. 352 pp. ISBN: 978-0190641184 (2018) (Boatright, John R.)
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| Further subjects: | B
Executives
B Corporate governance B Aktionäre B Stockholders B boards of directors B Board of directors |
| Online Access: |
Table of Contents |
| Summary: | "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"-- " 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. "-- Machine generated contents note: -- Contents -- Preface v -- I Monitor 1 -- 1 A gadfly in the ointment -- The consequences of separating ownership and control 3 -- 2 Whose side are you on? -- The role of the board of directors 23 -- 3 Overseeing the unseeable -- The conflict between managers and shareholders 47 -- II Motivate 69 -- 4 Narrowing the gap -- The incentives generated by managerial ownership 71 -- 5 A primer on pay -- Executive compensation and efficient contracting 97 -- 6 Hiding high pay -- Executive compensation and managerial power 135 -- 7 Separating the wheat from the chaff -- Incentives generated by executives' career concerns 169 -- IIIDelegate 205 -- 8 With one hand tied behind their back -- Delegating monitoring to external capital markets 207 -- 9 No skin in the game -- Delegating monitoring to financial analysts 239 -- 10 Crashing the party -- Delegating monitoring to large shareholders 275 -- IVSell 309 -- 11 A new broom -- The market for corporate control 311 -- 12 Bypassing the board -- Offensive tactics in hostile takeovers 341 -- 13 Fighting back -- Defensive tactics in hostile takeovers 377 -- V The rules of the game matter as well 413 -- 14 Caught in the middle -- Reforming the legal and regulatory environment 415 -- Epilog 431 -- Acknowledgments 433 -- Notes 435 -- Bibliography 509 |
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| Item Description: | Literaturverzeichnis: Seite 291-330 |
| ISBN: | 0190641185 |