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Fundamentals of Corporate Governance
A Guide for Directors and Corporate Counsel, Second Edition
By Gregory V. Varallo, Daniel A. Dreisbach, Blake Rohrbacher
Much has changed since 1996 and the first publication of Fundamentals of Corporate Governance, and the “good” news is that corporate governance has indeed emerged
as a separate discipline, and experts in this field have emerged at a startling rate. From 1996, when there was emerging but scattered academic work in the field, to today, the quantity of work in the field has grown exponentially, and the quality of that work has improved as well. There is substantial evidence that the developing common law of corporate governance has not evolved quickly enough, or been adopted with sufficient enthusiasm in the boardroom. Scandals of enormous proportion have characterized the financial history of the first decade of the 21st century, and the understandable urge has been for the federal government ever more boldly to intrude on the historically state-law area of corporate governance.
While much of the emphasis in this book has been on process and structure, the discipline of corporate governance has much to do with both, and both are critical to the qualitatively better decision making demanded of modern boards both by increasingly powerful shareholder groups and an active and assertive Delaware corporate judiciary. But while much good has happened in the board room, and while corporate governance has emerged as a meaningful academic discipline and practice area, even the revolutionary pace of change in this new discipline has failed—miserably, one might contend— to keep pace with the other forces at work in the global economy. One way to explain the failure of traditional corporate governance models to identify or prevent any of the successively more insistent waves of scandal that have rocked the markets in the past dozen years is to hypothesize that the speed at which the global economy has evolved has outstripped the pace of positive change in the board room. This new and updated edition provides you with an overview of corporate governance and how it has evolved over the past decade, including:
- The role of the board in corporate governance
- Structure of the board, it's committees and members
- Duties and liabilities of individual board members
- Dividends
- Derivative litigation: managing a unique corporate asset
- Corporate governance of the “troubled” company
- Governance of nonprofit corporations
- Indemnification, exculpation, and liability insurance
- and more!
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