Contents: Cover -- Half-Title -- Title -- Copyright -- Contents -- Contributors -- Acknowledgments And Dedication -- Introduction -- Part One: The Board Of Directors And The Ceo -- 1 The Trouble With Boards -- 2 Rediscovering Board Expertise: Legal Implications Of The Empirical Literature -- 3 The Ceo And The Board: On Ceo Overconfidence And Institutionalizing Dissent In Firms -- Part Two: The Why, When, How, And How Much Of Executive Pay -- 4 Pay Without Performance: Overview Of The Issues -- 5 Supersize Pay, Incentive Compatibility, And The Volatile Shareholder Interest -- 6 8220;Say On Pay8221;: Cautionary Notes On The U.K. Experience And The Case Formuddling Through -- Part Three: Constraining Managers And Directors -- 7 Shareholder Activism In The Obama Era -- 8 After Dura: Causation In Fraud-On-The-Market Actions -- 9 From Boardroom To Courtroom To Newsroom: The Media And The Corporate Governance Scandals -- Part Four: Delaware Versus Congress -- 10 How Delaware Law Can Support Better Corporate Governance -- 11 Federalism Versus Federalization: Preserving The Division Of Responsibility In Corporation Law -- 12 Regulatory Differences In Bank And Capital Market Regulation -- 13 European Corporate Governance After Five Years With Sarbanes-Oxley -- Epilogue: Three Secular Trends Of Corporate Law -- Index

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Context

Context of Perspectives on corporate governance, edited by F. Scott Kieff, Troy A. Paredes