Corporate Governance: Law, Theory, And Policy [Paperback]

Thomas W. Joo (Editor), U-Il Chu (Editor)

Book Description

Publication Date: August 30, 2004 | ISBN-10: 0890895708 | ISBN-13: 978-0890895702

This anthology of recent scholarship on corporate governance has been extensively revised and updated. It explores the application of legal doctrine and theory to topical policy issues such as corporate social responsibility, executive compensation, corporate criminality, federalism, and ethical rules for corporate lawyers. It contains materials on recent developments, including the 2008 financial collapse. The book puts into current context long-running debates on fundamental corporate law issues, such as shareholders' ownership of the corporation, director independence, and management's focus on maximizing share price. The new edition contains a new chapter on creditors and bankruptcy. The book is organized around policy issues rather than the doctrinal areas of the basic law school course. It presents diverse views on each issue through various approaches to analyzing corporate law and incorporating doctrine, law and economics, empirical work; history; and organizational behavior. The book is designed for use as the primary text in a course or seminar in corporate governance, but could also serve as supplemental reading in the basic law school corporations course. It includes questions for classroom discussion or self-directed study. The edited selections are generally longer than in a standard law anthology in order to provide a deeper treatment of the issues.

--This text refers to the Kindle Edition edition.

Editorial Reviews

About the Author

Thomas W. Joo is a professor of law at the University of California at Davis School of Law. --This text refers to an alternate Paperback edition.

Product Details

• Paperback: 509 pages
• Publisher: Carolina Academic Pr (August 30, 2004)
• Language: English
• ISBN-10: 0890895708
• ISBN-13: 978-0890895702
• Product Dimensions: 9.8 x 6.6 x 1.3 inches
• Shipping Weight: 2.4 pounds (View shipping rates and policies)
• Average Customer Review: 4.0 out of 5 stars  See all reviews (1 customer review)
• Amazon Best Sellers Rank: #637,645 in Books (See Top 100 in Books)

Customer Reviews

Most Helpful Customer Reviews

2 of 2 people found the following review helpful:

4.0 out of 5 stars Solid scholarship - Excellent Reader, January 9, 2005

By 

James Mcritchie "Publisher" (Elk Grove, CA USA) - See all my reviews
(VINE VOICE)    (REAL NAME)   

This review is from: Corporate Governance: Law, Theory, And Policy (Paperback)

This excellent reader on corporate governance presents a cross section of mostly academic perspectives on important current issues, including: the role of the corporation, balancing interests, state and federal law, shareholder litigation, criminal and regulatory law, shareholder voice, board composition, director duties in corporate takeovers, executive compensation, and corporate lawyers as gatekeepers.

Many of the articles are modern classics by authors well know to readers of CorpGov.Net, such as Margaret Blair and Lynn Stout, Marleen O'Connor, Stephen Bainbridge, Edward Rock, Roberta Romano, John Coffee, Mark Roe, Barnard Black, Charles Elson, Lucian Bebchuk, Martin Lipton, and Lawrence Mitchell, as well as significant contributions by the editor, Thomas Joo. Each chapter includes questions for classroom discussion or self-directed study.

Joo himself voices some rather revolutionary opinions. For example, in his 2001 essay, "The Modern Corporation and Campaign Finance," he rejects the current legal model, which legitimizes wealth maximization but refuses to recognize other motives. "The law should communicate society's disapproval of the mercenary view by rejecting the presumption that shareholders always value wealth above their political preferences."

Although his conclusion doesn't appear, at that time, to support greater participation by shareholders, he did advocate limiting corporate participation in politics. "Law and markets have created organizations that favors the efficient over the expressive and, thus, have created organizations that deserve less First Amendment protection than individuals do."

However, by the year 2003, Joo appears to be ready for greater shareholder democracy, criticizing the SEC proposed access rule as "too limited to have much impact. If the SEC is serious about empowering shareholders, the Division should reverse its interpretation that boards may exclude shareholder proposals with respect to voting procedures that 'may result in contested elections of directors.'"