The New Corporate Governance in Theory and Practice
Forty years ago, managerialism dominated corporate governance. In both theory and practice, a team of senior managers ran the corporation with little or no interference from other stakeholders. Boards of directors were little more than rubber stamps. Today, corporate governance looks very different....
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| Κύριος συγγραφέας: | |
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| Μορφή: | Online |
| Γλώσσα: | Αγγλικά |
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Oxford University Press
2026
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| Διαθέσιμο Online: | ONIX_20260415T184306_9780195337501_9 |
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| _version_ | 1869520109533396992 |
|---|---|
| author | Bainbridge, Stephen |
| author_browse | Bainbridge, Stephen |
| author_facet | Bainbridge, Stephen |
| author_sort | Bainbridge, Stephen |
| collection | Directory of Open Access Books |
| description | Forty years ago, managerialism dominated corporate governance. In both theory and practice, a team of senior managers ran the corporation with little or no interference from other stakeholders. Boards of directors were little more than rubber stamps. Today, corporate governance looks very different. In particular, several trends have coalesced to encourage more active and effective board oversight. Much director compensation is now paid in stock, for example, which helps align director and shareholder interests. Courts have made clear that effective board processes and oversight are essential if board decisions are to receive the deference traditionally accorded to them under the business judgment rule, especially insofar as structural decisions are concerned (such as those relating to management buy-outs). Third, director conduct is constrained by an active market for corporate control, ever-rising rates of shareholder litigation, and, some say, activist shareholders. As a result, modern boards of directors typically are smaller than their antecedents, meet more often, are more independent from management, own more stock, and have better access to information. This book offers an interdisciplinary analysis of the emerging board-centered system of corporate governance. It draws on doctrinal legal analysis, behavioral economic insights into how individuals and groups make decisions, the work of new institutional economics on organizational structure, and management studies of corporate governance. Using those tools, it traces the process by which this new corporate governance system emerged. How did we move from the managerial revolution famously celebrated by Alfred Chandler to the director independence model recently codified in the Sarbanes-Oxley Act and other post-Enron corporate governance mandates? |
| format | Online |
| id | doab-20.500.12854ir-175828 |
| institution | Directory of Open Access Books |
| language | eng |
| publishDate | 2026 |
| publishDateRange | 2026 |
| publishDateSort | 2026 |
| publisher | Oxford University Press |
| publisherStr | Oxford University Press |
| record_format | ojs |
| spelling | doab-20.500.12854ir-1758282026-04-20T09:07:49Z The New Corporate Governance in Theory and Practice Bainbridge, Stephen Managerialism Corporations Governance Boards Directors Shareholders thema EDItEUR::L Law::LN Laws of specific jurisdictions and specific areas of law::LNC Company, commercial and competition law: general thema EDItEUR::K Economics, Finance, Business and Management::KJ Business and Management thema EDItEUR::K Economics, Finance, Business and Management::KJ Business and Management::KJR Corporate governance: role and responsibilities of boards and directors Forty years ago, managerialism dominated corporate governance. In both theory and practice, a team of senior managers ran the corporation with little or no interference from other stakeholders. Boards of directors were little more than rubber stamps. Today, corporate governance looks very different. In particular, several trends have coalesced to encourage more active and effective board oversight. Much director compensation is now paid in stock, for example, which helps align director and shareholder interests. Courts have made clear that effective board processes and oversight are essential if board decisions are to receive the deference traditionally accorded to them under the business judgment rule, especially insofar as structural decisions are concerned (such as those relating to management buy-outs). Third, director conduct is constrained by an active market for corporate control, ever-rising rates of shareholder litigation, and, some say, activist shareholders. As a result, modern boards of directors typically are smaller than their antecedents, meet more often, are more independent from management, own more stock, and have better access to information. This book offers an interdisciplinary analysis of the emerging board-centered system of corporate governance. It draws on doctrinal legal analysis, behavioral economic insights into how individuals and groups make decisions, the work of new institutional economics on organizational structure, and management studies of corporate governance. Using those tools, it traces the process by which this new corporate governance system emerged. How did we move from the managerial revolution famously celebrated by Alfred Chandler to the director independence model recently codified in the Sarbanes-Oxley Act and other post-Enron corporate governance mandates? 2026-04-20T09:07:49Z 2026-04-20T09:07:49Z 2026-04-16T12:49:36Z 2008 book ONIX_20260415T184306_9780195337501_9 https://library.oapen.org/handle/20.500.12657/112445 9780195337501 9780199713981 9780190450748 9780199868643 https://directory.doabooks.org/handle/20.500.12854/175828 eng open access image/jpeg Attribution-NonCommercial-NoDerivatives 4.0 International https://library.oapen.org/bitstream/20.500.12657/112445/1/9780195337501.pdf Oxford University Press 10.1093/acprof:oso/9780195337501.001.0001 10.1093/acprof:oso/9780195337501.001.0001 db4e319f-ca9f-449a-bcf2-37d7c6f885b1 9780195337501 9780199713981 9780190450748 9780199868643 264 New York, NY, USA open access |
| spellingShingle | Managerialism Corporations Governance Boards Directors Shareholders thema EDItEUR::L Law::LN Laws of specific jurisdictions and specific areas of law::LNC Company, commercial and competition law: general thema EDItEUR::K Economics, Finance, Business and Management::KJ Business and Management thema EDItEUR::K Economics, Finance, Business and Management::KJ Business and Management::KJR Corporate governance: role and responsibilities of boards and directors Bainbridge, Stephen The New Corporate Governance in Theory and Practice |
| title | The New Corporate Governance in Theory and Practice |
| title_full | The New Corporate Governance in Theory and Practice |
| title_fullStr | The New Corporate Governance in Theory and Practice |
| title_full_unstemmed | The New Corporate Governance in Theory and Practice |
| title_short | The New Corporate Governance in Theory and Practice |
| title_sort | new corporate governance in theory and practice |
| topic | Managerialism Corporations Governance Boards Directors Shareholders thema EDItEUR::L Law::LN Laws of specific jurisdictions and specific areas of law::LNC Company, commercial and competition law: general thema EDItEUR::K Economics, Finance, Business and Management::KJ Business and Management thema EDItEUR::K Economics, Finance, Business and Management::KJ Business and Management::KJR Corporate governance: role and responsibilities of boards and directors |
| topic_facet | Managerialism Corporations Governance Boards Directors Shareholders thema EDItEUR::L Law::LN Laws of specific jurisdictions and specific areas of law::LNC Company, commercial and competition law: general thema EDItEUR::K Economics, Finance, Business and Management::KJ Business and Management thema EDItEUR::K Economics, Finance, Business and Management::KJ Business and Management::KJR Corporate governance: role and responsibilities of boards and directors |
| url | ONIX_20260415T184306_9780195337501_9 |
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