Stephen M. Bainbridge is the William D. Warren Distinguished Professor of Law at University of California, Los Angeles, School of Law, where he teaches courses in corporate law and governance. Bainbridge has written over a dozen books and a hundred law review articles. He is best known as the originator of the director primacy theory of corporate governance. In 2008, 2011, and 2012, he was named by the National Association of Corporate Directors as one of the 100 most influential people in the field of corporate governance. His blog, ProfessorBainbridge.com, has been named five times by ABA Journal as one of the Top 100 Law Blogs.
Inhaltsangabe
Introduction Part I. Corporate Boards: 1. A brief history of the board 1.1. The political origins of corporate boards 1.2. The privatization of the corporation and the changing role of the board 1.3. The board's evolving modern role 1.4. Summary 2. What do Boards do? 2.1. The roles played by the modern corporate board 2.2. Management 2.3. Service 2.4. Monitoring 2.5. Diversity 2.6. Overlapping roles and the crudeness of categories 2.7. Role conflicts 2.8. Evolution over time 3. Grading boards 3.1. Public perceptions 3.2. Even graded on a curve, boards fail 3.3. Boards fail even at grading themselves 3.4. Showing improvement 3.5. But there's still room for improvement 4. Why boards fail 4.1. Introduction 4.2. Time constraints 4.3. Information asymmetries 4.4. Too many generalists 4.5. Bad incentives 4.6. Boards refuse to lead 4.7. Boards lack cohesiveness 4.8. SOX locked boards into a one size fits all model Part II. The Board Service Provider: 5. Board service providers: the basic idea 5.1. Introduction 5.2. The board service provider 5.3. Appointment and elections 5.4. Composition and function 5.5. Compensation 5.6. Liability 5.7. Summary 6. How BSPs address the pathologies of modern corporate governance 6.1. Managerial hegemony theory 6.2. Class hegemony theory 6.3. Resource dependence theory 6.4. Stakeholder theory 6.5. Stewardship theory 6.6. Agency theory 6.7. Summary 7. Incentivizing the BSP 7.1. Compensation incentives 7.2. Liability-based incentives 7.3. Reputational incentives 7.4. Exposure to market forces 7.5. Measurability Part III. Legal Issues: 8. BSPs and the law 8.1. Legal obstacles to BSPs under US Federal and state law 8.2. The law in other countries 8.3. The case for changing the law 9. BSPs and the emerging Federal Law of corporations 9.1. Director independence 9.2. BSPs and the CEO/Chair duality issue 9.3. The audit committee 9.4. Section 404 internal controls 9.5. The compensation committee 9.6. The nominating committee Part IV. BSPs and the Frontiers of Corporate Governance: 10. BSPs and proxy access 10.1. A brief overview of proxy access 10.2. Proxy access and BSPs 11. The BSP as an alternative to quinquennial board elections 11.1. Introduction 11.2. The quinquennial election proposal 11.3. The quinquennial election and the BSP 11.4. Quinquennial elections and mandatory rotation of the BSP 11.5. Summary 12. The BSP in a post-monitoring board world 12.1. The thickly informed board 12.2. The BSP as thickly informed board 12.3. The private equity analog 12.4. Summary Part V. Concluding Thoughts: 13. Anticipating objections 13.1. Overcoming the status quo bias 13.2. Reduced accountability 13.3. Loss of personal service 13.4. Loss of advantages of group decision making 13.5. BSPs will be captured by management 13.6. BSP incentives inadequately aligned to shareholder interests 13.7. Isn't this just one more costly intermediary? 13.8. Conflicts of interest 14. Conclusion.
Introduction Part I. Corporate Boards: 1. A brief history of the board 1.1. The political origins of corporate boards 1.2. The privatization of the corporation and the changing role of the board 1.3. The board's evolving modern role 1.4. Summary 2. What do Boards do? 2.1. The roles played by the modern corporate board 2.2. Management 2.3. Service 2.4. Monitoring 2.5. Diversity 2.6. Overlapping roles and the crudeness of categories 2.7. Role conflicts 2.8. Evolution over time 3. Grading boards 3.1. Public perceptions 3.2. Even graded on a curve, boards fail 3.3. Boards fail even at grading themselves 3.4. Showing improvement 3.5. But there's still room for improvement 4. Why boards fail 4.1. Introduction 4.2. Time constraints 4.3. Information asymmetries 4.4. Too many generalists 4.5. Bad incentives 4.6. Boards refuse to lead 4.7. Boards lack cohesiveness 4.8. SOX locked boards into a one size fits all model Part II. The Board Service Provider: 5. Board service providers: the basic idea 5.1. Introduction 5.2. The board service provider 5.3. Appointment and elections 5.4. Composition and function 5.5. Compensation 5.6. Liability 5.7. Summary 6. How BSPs address the pathologies of modern corporate governance 6.1. Managerial hegemony theory 6.2. Class hegemony theory 6.3. Resource dependence theory 6.4. Stakeholder theory 6.5. Stewardship theory 6.6. Agency theory 6.7. Summary 7. Incentivizing the BSP 7.1. Compensation incentives 7.2. Liability-based incentives 7.3. Reputational incentives 7.4. Exposure to market forces 7.5. Measurability Part III. Legal Issues: 8. BSPs and the law 8.1. Legal obstacles to BSPs under US Federal and state law 8.2. The law in other countries 8.3. The case for changing the law 9. BSPs and the emerging Federal Law of corporations 9.1. Director independence 9.2. BSPs and the CEO/Chair duality issue 9.3. The audit committee 9.4. Section 404 internal controls 9.5. The compensation committee 9.6. The nominating committee Part IV. BSPs and the Frontiers of Corporate Governance: 10. BSPs and proxy access 10.1. A brief overview of proxy access 10.2. Proxy access and BSPs 11. The BSP as an alternative to quinquennial board elections 11.1. Introduction 11.2. The quinquennial election proposal 11.3. The quinquennial election and the BSP 11.4. Quinquennial elections and mandatory rotation of the BSP 11.5. Summary 12. The BSP in a post-monitoring board world 12.1. The thickly informed board 12.2. The BSP as thickly informed board 12.3. The private equity analog 12.4. Summary Part V. Concluding Thoughts: 13. Anticipating objections 13.1. Overcoming the status quo bias 13.2. Reduced accountability 13.3. Loss of personal service 13.4. Loss of advantages of group decision making 13.5. BSPs will be captured by management 13.6. BSP incentives inadequately aligned to shareholder interests 13.7. Isn't this just one more costly intermediary? 13.8. Conflicts of interest 14. Conclusion.
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