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Princeton University Press
December 2011
On Sale: November 22, 2011
346 pages
ISBN: 0691148023
EAN: 9780691148021
Kindle: B003E7FIQ2
Hardcover / e-Book
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Non-Fiction
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. Macey tells how heightened government oversight has put a
stranglehold on what is the best protection against
malfeasance by self-serving management: the market itself.
Corporate governance, he shows, is about keeping promises to
shareholders; failure to do so results in diminished
investor confidence, which leads to capital flight and other
dire economic consequences. Macey explains the relationship
between corporate governance and the various market and
nonmarket institutions and mechanisms used to control public
corporations; he discusses how nonmarket corporate
governance devices such as boards and whistle-blowers are
highly susceptible to being co-opted by management and are
generally guided more by self-interest and personal greed
than by investor interests. In contrast, market-driven
mechanisms such as trading and takeovers represent more
reliable solutions to the problem of corporate governance.
Inefficient regulations are increasingly hampering these
important and truly effective corporate controls. Macey
examines a variety of possible means of corporate
governance, including shareholder voting, hedge funds, and
private equity funds. Corporate Governance reveals why the market is the best
guardian of shareholder interests.
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