Theories of Corporate Governance THE PHILOSOPHICAL FOUNDATIONS OF CORPORATE GOVERNANCE

From being a subject at the margins of finance, economics, accounting, law and management, corporate governance is now becoming a subject of more central concern to each of these disciplines, and increasingly is regarded as a subject that is at the heart of business and management studies. This book brings together the most influential writing in corporate governance drawn from finance, economics, accounting, law and management in an integrative and interdisciplinary way.
Intended as a companion volume to International Corporate Governance that surveys the global development of corporate governance policy and practice, this book Theories of Governance provides a valuable grounding in the classical theories underpinning contemporary analysis of corporate governance:
* The origins of the modern business enterprise
* The separation of ownership and control
* How economic activity is organized through firms
* The managerial revolution in business
* Agency problems of managers representing investors
* Risk management and the conception of the company as a series of transactions
* Shareholder value as the ultimate objective and measure of corporate success
* Managerial hegemony and nominal boards of directors
* Stewardship theory and company board performance
* Stakeholder theory and the conception of the company as a set of relationships
* The globalization of corporations, equity markets, and corporate governance
* Convergence and divergence in corporate governance systems
* The impact of corporate objectives upon corporate stakeholders

In the wake of the financial and corporate scandals of recent years, corporate governance increasingly is recognised as being at the heart of understanding how and why businesses are run as they are. But while there are diverse and well-established theories of corporate governance, they are rarely gathered in a coherent and comparative way. This comprehensive reader brings together the most influential writing in the field, with editorial commentary, to provide a uniquely interdisciplinary resource for students and lecturers that underpins contemporary analysis of corporate governance. Topics covered include: the separation of ownership and control how economic activity is organised through firms the managerial revolution in business agency, stewardship and stakeholder theory globalization and convergence the critique of shareholder value post-Enron analysis. Structured to provide an introduction and overview of corporate governance from the classical theories to contemporary controversies, this reader functions either as a stand-alone text, or as a companion to International Corporate Governance, a textbook also authored by Thomas Clarke.

Introduction 1. Theories of Governance: Reconceptualising Corporate Governance Theory After the Enron Experience (Thomas Clarke) Part 1: Economic Foundations 2. The Managerial Revolution in American Business Alfred D. Chandler (1977)The Visible Hand, Belknap Press 3. The Impact of the Corporation on Classical Economic Theory Berle,A. (1965) Quarterly Journal of Economics, 79, 25-40 Part 2: Agency Theory 4. Theory of the Firm, Managerial Behaviour, Agency Costs and Ownership Structure Jensen, M.C. and Meckling, W.H. (1976) Journal of Financial Economics, October 305-60 5. Separation of Ownership and Control Fama,E. and Jensen,M. (1985)Journal of Law and Economics, 26, 301-26 6. Agency Theory: An Assessment and Review Eisenhardt, K.M. (1989) Academy of Management Review, 14, 57-74 Part 3: Managerial Hegemony 7. Directors: Myth and Reality Mace, M. (1971)Harvard Business School Press 8. Pawns Or Potentates: The Reality of America’s Corporate Boards Lorsch, J. and MacIver, E. (1989) Harvard University Press Part 4: Stewardship Theory 9. Towards A Stewardship Theory of Management Davis, J.H., Schoorman, F.D., and Donaldson, L. , (1997) Academy of Management Review, Vol 22, No 1, Part 5: External Pressures 10. The Resource Dependence Role of Corporate Directors: Strategic Adaptation of Board Composition in Response to Environmental Change A.J.Hillman, A.A. Cannella, and R.L. Paetzold (2000) Journal of Management Studies, Oxford: Blackwell, 37:2 March pp235-255 11. Institutional and Strategic Choice Perspectives on Board Involvement in the Strategic Decision Process W.Q.Judge and C.P. Zeithaml, (1992) Academy of Management Journal, Vol 35, No 4, 766-79 12. A General Theory of Network Governance: Exchange Conditions and Social Mechanisms C.Jones, W.S. Hesterly and S.P. Porgatti, (1997) Academy of Management Review, Vol 22, No 4, Oct 1997 Part 6: Stakeholder Theory 13. Ownership and Control: Rethinking Corporate Governance for the 21st Century Margaret Blair (1995) Brookings Institution 14. The Stakeholder Corporation: A Business Philosophy for The Information Age Thomas Clarke (1998) Long Range Planning, Vol 31, No2, Part 7: Theories of Convergenve 15.Corporate Leadership in a Globalising Equity Market Michael Useem (1998) Academy of Management Executive, 12, 43-59 16. Corporate Governance and Globalisation: Is There Convergence Across Countries ? Mauro F. Guillen (2000) Advances in International Comparative Management, Vol 13, 17. Capital Unbound? The Transformation of EuropeanCorporate Governance Rhodes, M. and Apeldoorn, B.v. (1998) Journal of European Public Policy, Vol 5, No 3 18. The Very Uncertain Prospects of "Global" Convergence In Corporate Governance Douglas M. Branson (2001) Cornell International Law Journal, Vol 34 Part 8: Critique of Shareholder Value 19. Maximising Shareholder Value: A NewIdeology for Corporate Governance Lazonick, W. and O’Sullivan, M. (2000) Economy and Society, 29 20. Corporate Governance, Property and Democracy: A Conceptual Critique of Shareholder Ideology Ewal Engelen, Economy and Society, Vol 31, No 3, August Part 9: Post-Enron Theories 21. What Enron Means for the Management and Control of the Modern Business Corporation: Some Initial Reflections Jeffrey N. Gordon (2002) University of Chicago Law Review, Vol 69 22. What Caused Enron? A Capsule Social and EconomicHistory of the 1990s John Coffee (2003) Cornell Law Review, Vol 89, Issue 2

Thomas Clarke is Director of the Centre for Corporate Governance and Professor of Management at the University of Technology, Sydney. He has a doctorate from the University of Warwick Business School. Formerly DBM Professor of Corporate Governance at Leeds Business School and Visiting Professor at CEIBS, Shanghai, he was a member of the RSA Tomorrow's Company Inquiry that influenced the review of UK Company Law. At the OECD in Paris he helped develop the international corporate governance code adopted by governments throughout the world.