Lawrence E. Mitchell

The study of corporate governance is a relatively modern development, with significant attention devoted to the subject only during the last fifty years. The topics covered in this volume include the purpose of the corporation, the board of directors, the role of shareholders, and more contemporary developments like hedge fund activism, the role of sovereign wealth funds, and the development of corporate governance law in what perhaps will become the dominant world economy over the next century, China. The editor has written an introductory essay which briefly describes the intellectual history of the field and analyses the material selected for the volume. The papers which have been selected present what the editor believes to be some of the best and most representative studies of the subjects covered. As a result the volume offers a rounded view of the contemporary state of the some of the dominant issues in corporate governance.

Values, Ethics and Leadership

Corporate Governance

Lawrence A. Cunningham

Lewis D. Solomon

The recession of the early 1990s has highlighted new corporate law problems caused in part by the recent popularity of junk bonds and leveraged buyouts. This volume examines these problems, both in the context of traditional corporate law and financial analysis, and by incorporating much of the new legal thinking on the nature and structure of the corporation. It also provides analysis of the current structure of corporate governance and suggestions for reform. Annotation copyright by Book News, Inc., Portland, OR

Cases, Materials, and Problems for an Advanced Course in Corporations. Supplement

Corporate Finance and Governance

American companies once focused exclusively on providing the best products and services. But today, most corporations are obsessed with maximizing their stock prices, resulting in short-term thinking and the kind of cook-the-books corruption seen in the Enron and WorldCom scandals. How did this happen? In this groundbreaking book, Lawrence E. Mitchell traces the origins of the problem to the first decade of the 20th century, when industrialists and bankers began merging existing companies into huge “combines”—today’s giant corporations—so they could profit by manufacturing and selling stock in these new entities. He describes and analyzes the legal changes that made this possible, the federal regulatory efforts that missed the significance of this transforming development, and the changes in American society and culture that led more and more Americans to enter the market, turning from relatively safe bonds to riskier common stock in the hopes of becoming rich. Financiers and the corporations they controlled encouraged this trend, but as stock ownership expanded and businesses were increasingly forced to cater to stockholders’ “get rich quick” expectations, a subtle but revolutionary shift in the nature of the American economy occurred: finance no longer served industry; instead, industry began to serve finance. The Speculation Economy analyzes the history behind the opening of this economic Pandora’s box, the root cause of so many modern acts of corporate malfeasance.

Lawrence E. Mitchell

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