- Hardcover: 320 pages
- Publisher: Oxford University Press; 1 edition (January 25, 2012)
- Language: English
- ISBN-10: 0199772428
- ISBN-13: 978-0199772421
- Product Dimensions: 9.3 x 1.1 x 6.4 inches
- Shipping Weight: 1.2 pounds (View shipping rates and policies)
- Average Customer Review: 1 customer review
- Amazon Best Sellers Rank: #2,534,208 in Books (See Top 100 in Books)
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Corporate Governance after the Financial Crisis 1st Edition
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"In his new book, Corporate Governance after the Financial Crisis, UCLA law professor and popular blogger Stephen Bainbridge provides a longer historical perspective on [the] choking proliferation of rulemaking."
- Robert Teitelman, The Huffington Post
About the Author
Stephen Bainbridge is the William D. Warren Distinguished Professor of Law at UCLA, where he teaches Business Associations, Advanced Corporation Law and a seminar on corporate governance. He has also taught at Harvard Law School as the Joseph Flom Visiting Professor of Law and Business, La Trobe University in Melbourne, and at Aoyama Gakuin University in Tokyo. In 2008, Professor Bainbridge received the UCLA School of Law's Rutter Award for Excellence in Teaching. Also, in 2008, he was named by Directorship magazine to its list of the 100 most influential people in the field of corporate governance.
Professor Bainbridge is a prolific scholar. He has written over 75 law review articles which have appeared in such leading journals as Harvard Law Review, Virginia Law Review, Northwestern University Law Review, Cornell Law Review, Stanford Law Review, and Vanderbilt Law Review. His most recent books include: The New Corporate Governance in Theory and Practice (Oxford University Press, 2008); Securities Law-Insider Trading (2nd ed., 2007); Business Associations: Cases and Materials on Agency, Partnerships, and Corporations (6th ed., 2006) (with Klein and Ramseyer); Agency, Partnerships, and Limited Liability Entities: Cases and Materials on Unincorporated Business Associations (2nd ed., 2007) (with Klein and Ramseyer); Agency, Partnerships & LLCs (2004); Corporation Law and Economics (2002).
Professor Bainbridge currently serves on the American Bar Association's Committee on Corporate Laws and on the Editorial Advisory Board of the Journal of Markets and Morality.
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Prof. Bainbridge has long supported a director-centric, rather than a shareholder-centric, theory of the corporation. He reminds us that the Board of Directors has three functions (1) monitoring management (2) helping manage the corporation (3) relations with the outside world, including networking, finding resources, and so on. It is pretty clear that he thinks monitoring is a secondary role, subordinate to managing. Indeed, too intense monitoring constrains Directors' discretion, and hampers their ability to help manage the corporation. As a result, he thinks that independence of directors is over-rated, that the roles of CEO and Chairman of the Board can profitably be combined, and so on. Shareholder activism has no role in this model: Shareholders get to endorse the slate of directors that they are presented with, and collect dividends (if the Board feels like declaring them) and that's it.
It follows that Prof. Bainbridge finds that most of the corporate governance reforms in Sarbanes Oxley and in Dodd-Frank are wrong-headed and counter-productive -- "quack corporate governance". They are trying to beef up the monitoring function -- and it doesn't need beefing up.
Along the way, Prof. Bainbridge does refer to many empirical studies both supporting and opposing his position. But I think that he is overly kind when evaluating studies that support him, and overly harsh on opposing studies. Finally, he does not hesitate to make a big deal of anecdotes. For example, independence of the audit committee is over-rated -- after all the chair of Enron's audit committee was an accounting professor at Stanford, and that didn't help.
Now I share the view that Sarbanes-Oxley was not a success, and that Dodd-Frank is unlikely to be. Both statutes are at once much too detailed and too vague. But that just tells me that we haven't found a solution yet. It does not tell me that we don't have a huge, huge problem at the heart of corporate governance.