Corporate governance : promises kept, promises broken / Jonathan R. Macey.

Includes bibliographical references (p. [279]-323) and index.

CHAPTER 1: The Goals of Corporate Governance: The Dominant Role of Equity -- CHAPTER 2: Corporate Law and Corporate Governance -- CHAPTER 3: Institutions and Mechanisms of Corporate Governance: A Taxonomy -- CHAPTER 4: Boards of Directors -- CHAPTER 5: Case Studies on Boards of Directors in Corporate Governance -- CHAPTER 6: Dissident Directors -- CHAPTER 7: Formal External Institutions of Corporate Governance: The Role of the Securities and Exchange Commission,the Stock Exchanges, and the Credit-Rating Agencies -- CHAPTER 8: The Market for Corporate Control -- CHAPTER 9: Initial Public Offerings and Private Placements -- CHAPTER 10: Governance by Litigation: Derivative Lawsuits -- CHAPTER 11: Accounting, Accounting Rules, and the Accounting Industry -- CHAPTER 12: Quirky Governance: Insider Trading, Short Selling, and Whistle-blowing -- CHAPTER 13: Shareholder Voting -- CHAPTER 14: The Role of Banks and Other Lenders in Corporate Governance -- CHAPTER 15: Hedge Funds and Private Equity -- CONCLUSION.

Even in the wake of the biggest financial crash of the postwar era, the United States continues to rely on Securities and Exchange Commission oversight and the Sarbanes-Oxley Act, which set tougher rules for boards, management, and public accounting firms to protect the interests of shareholders. Such reliance is badly misplaced. In Corporate Governance, Jonathan Macey argues that less government regulation--not more--is what's needed to ensure that managers of public companies keep their promises to investors.

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