Customer Reviews

Corporate Governance

5 star:		(1)
4 star:		(2)
3 star:		(2)
2 star:		(1)
1 star:		(0)

 

 

If you want a single-volume resource on the topic of corporate governance, I urge you to beg, borrow, steal--or better yet, in the spirit of free enterprise, buy with a click from Amazon--Corporate Governance, now heading for another printing due to popular demand. Monks, a former Labor Department official, and Minow, an attorney by training, go beyond the "letter" of corporate governance and into its spirit in this monumental work, a sequel to their Power and Accountability (1991). Whether you are searching for sweeping theories, or simply want a place to look up key phrases from "agency costs" to "zones of ambiguity;" whether you want to travel through General Motors history or revisit Ross Perot's "pet rocks" quip, you will find what you are looking for here. "What is a corporation?" the authors begin. "It is the relationship among various participants in determining the direction and performance of corporations." Monks and Minow go on to define these participants as the shareholders, management, and board of diretors, devoting a section to each. Then comes an overview of corporate governance in over a dozen countries. One of the best features in the book is the series of Socratic questions that appear in italics throughout. One follows: "How do we create a governance and ownership structure that gives employees the optimal role, from the perspective of fairness (to maximize their contributions) and productivity (to maximize their future contributions?)" How indeed? Read this book to find out.

Would be an excellent tome for students of business. Also would be applicable for folks who are more interested in the corporate governance from a policy side. It's focus is publicly held companies, so if you're looking for a practitioners guide on how to 'get things done' in a startup world, this book doesn't address any of that. That doesn't make it a bad book, it just has it's focus on public companies.

I do not like this book.

1. It lacks structure. The book flows in all direction at the same time, desperately looking for a purpose.

2. The clutter is overwhelming and the 400+ pages fail to reveal the purpose of the book. I see two alternatives - a review of corporate governance directed to non-academic use or an academic textbook in corporate governance directed to advanced undergraduate and graduate students. No book can accomplish both without failing in one of the two. I believe this book is a poor, but the only, choice as a textbook in US corporate governance. Mallin's corporate governance book is in many ways superior to Monks and Minow. Blair's book explains the same problems as Monks and Minow does in 60 pages.

3. The book does not figure out the main issues in corporate governance and structure the book around them. The three ideas, ownership - monitoring - performance, the book uses are too artificial and overly simplistic and this simplicity is completely lost in the book. Actually, these three ideas are the only clear areas in the book. I would suggest the following "great themes". Ownership, management, control, performance, and stakeholders is probably a better way to look at the main areas in corporate governance that the existant.

5. The ideas of corporate governance are either "best practice" or what is "a failure". You cannot economize explanations, but the book has scores of marginal areas that seem to overwhelm and confuse the readers without belonging to "best practices" or " failures". These marginal cases, references, thoughts, and ideas make it almost impossible to understand what is the purporse of the discussion. Case in point: dealing with greenmail under the board of directors?

6. The book is long.

7. Either add more cases to the book, or offer the cases separately. Make sure that the cases are even. Having a 20 page case on GM is excellent.

8. As a trained lawayer, I have not had any problems following the book. As a finance PhD doing research in corporate governance, I have no problems following the book. But any non-lawyer or layman, is likely to find the material frustrating, overwhelming and muddy. The material is not accessible, barely understandable, and hardly beneficial to the average reader (who is very unlikely a JD with a finance PhD).

This book isn't a hard read. The concepts aren't difficult to capture. There are a lot of case studies and stories used to drive the point but this book is just filled with words, and LOTS of them. It's also a book that is hard to study off of because there aren't any key concepts that are underlined, or bolded or italisized. There are no graphs, no charts, no pictures. There aren't even page breaks for chapters. There is no skimming this book when you want to review because you don't know where everything is. You just have to re-read it, then re-read it again.

This book provides a very thorough view of many activities taking place in the corporate environment. The authors are very seasoned and passionate about their work. The academic value is substantial. For those interested in peering inside the boardroom and gaining a perspective of an active leader in the corporate boardroom, I highly recommend that you read Compliance and Conviction: The Evolution of Enlightened Corporate Governance by Curtis J. Crawford, Ph.D. In his book, Dr. Crawford discusses why and who should care about corporate governance. He provides a historical perspective on the topic while focusing on succession planning, chief executive officer (CEO) supervision, executive compensation, and director independence. It is a fascinating book.

Nothing bad about the people I worked with in getting this book, but it is so dry in so many parts that if you need a good book to put you to sleep this is the one. The chapters are huge and seem to go on and on and say the same things over and over.