Donald H. Chew is the founding editor of the Journal of Applied Corporate Finance, a publication taken over by Morgan Stanley five years ago. Before joining Morgan Stanley, Chew was one of the founding partners of Stern Stewart & Co., a New York-based corporate finance advisory firm. He has close to thirty years of experience editing the Journal of Applied Corporate Finance and its predecessors, The Midland Corporate Finance Journal, and The Chase Financial Quarterly, and has published more than ten books on corporate finance.Stuart L. Gillan is associate and Jerry S. Rawls Professor of Finance at Texas Tech University. He has held several academic and industry positions, including senior research fellow at TIAA-CREF and associate chief economist at the United States Securities and Exchange Commission. His publications have appeared in Financial Management, Journal of Applied Finance, Journal of Applied Corporate Finance, Journal of Corporate Finance, Journal of Finance, and Journal of Financial Economics.Donald H. Chew and Stuart L. Gillan are also the editors of Global Corporate Governance.

Anyone seeking a comprehensive introduction to corporate governance will find this book valuable...recommended. Choice

• Introduction Part I: Broad Perspectives on Corporate Governance 1. Value Maximization, Stakeholder Theory, and the Corporate Objective Function, by Michael C. Jensen 2. The State of U.S. Corporate Governance: What's Right and What's Wrong?, by Bengt Holmstrom and Steven N. Kaplan 3. U.S. Corporate Governance: Accomplishments and Failings: A Discussion with Michael Jensen and Robert Monks Part II: Internal Governance: Boards and Executive Compensation 4. The Director's New Clothes (or, The Myth of Corporate Accountability), by Robert Monks and Nell Minow 5. Best Practices in Corporate Governance: What Two Decades of Research Reveals, by Anil Shivdasani and Marc Zenner 6. Pay without Performance: Overview of the Issues, by Lucian A. Bebchuk and Jesse M. Fried 7. Is U.S. CEO Compensation Broken?, by John E. Core, Wayne R. Guay, and Randall S. Thomas Part III: External Governance: Ownership Structure 8. Just Say No to Wall Street: Putting a Stop to the Earnings Game, by Joseph Fuller and Michael C. Jensen 9. Identifying and Attracting the "Right" Investors: Evidence on the Behavior of Institutional Investors, by Brian Bushee 10. U.S. Family-Run Companies-They May Be Better Than You Think, by Henry McVey and Jason Draho 11. The Evolution of Shareholder Activism in the United States, by Stuart L. Gillan and Laura T. Starks Part IV: External Governance: The Market for Corporate Control 12. Corporate Control and the Politics of Finance, by Michael C. Jensen 13. Where M&A Pays and Where It Strays: Survey of the Research, by Robert Bruner 14. Private Equity, Corporate Governance, and the Reinvention of the Market for Corporate Control, by Karen H. Wruck About the Contributors Index

Donald H. Chew is the founding editor of the Journal of Applied Corporate Finance, a publication taken over by Morgan Stanley five years ago. Before joining Morgan Stanley, Chew was one of the founding partners of Stern Stewart & Co., a New York-based corporate finance advisory firm. He has close to thirty years of experience editing the Journal of Applied Corporate Finance and its predecessors, The Midland Corporate Finance Journal, and The Chase Financial Quarterly, and has published more than ten books on corporate finance.Stuart L. Gillan is associate and Jerry S. Rawls Professor of Finance at Texas Tech University. He has held several academic and industry positions, including senior research fellow at TIAA-CREF and associate chief economist at the United States Securities and Exchange Commission. His publications have appeared in Financial Management, Journal of Applied Finance, Journal of Applied Corporate Finance, Journal of Corporate Finance, Journal of Finance, and Journal of Financial Economics.Donald H. Chew and Stuart L. Gillan are also the editors of Global Corporate Governance.

Anyone seeking a comprehensive introduction to corporate governance will find this book valuable...recommended. Choice

• Introduction Part I: Broad Perspectives on Corporate Governance 1. Value Maximization, Stakeholder Theory, and the Corporate Objective Function, by Michael C. Jensen 2. The State of U.S. Corporate Governance: What's Right and What's Wrong?, by Bengt Holmstrom and Steven N. Kaplan 3. U.S. Corporate Governance: Accomplishments and Failings: A Discussion with Michael Jensen and Robert Monks Part II: Internal Governance: Boards and Executive Compensation 4. The Director's New Clothes (or, The Myth of Corporate Accountability), by Robert Monks and Nell Minow 5. Best Practices in Corporate Governance: What Two Decades of Research Reveals, by Anil Shivdasani and Marc Zenner 6. Pay without Performance: Overview of the Issues, by Lucian A. Bebchuk and Jesse M. Fried 7. Is U.S. CEO Compensation Broken?, by John E. Core, Wayne R. Guay, and Randall S. Thomas Part III: External Governance: Ownership Structure 8. Just Say No to Wall Street: Putting a Stop to the Earnings Game, by Joseph Fuller and Michael C. Jensen 9. Identifying and Attracting the "Right" Investors: Evidence on the Behavior of Institutional Investors, by Brian Bushee 10. U.S. Family-Run Companies-They May Be Better Than You Think, by Henry McVey and Jason Draho 11. The Evolution of Shareholder Activism in the United States, by Stuart L. Gillan and Laura T. Starks Part IV: External Governance: The Market for Corporate Control 12. Corporate Control and the Politics of Finance, by Michael C. Jensen 13. Where M&A Pays and Where It Strays: Survey of the Research, by Robert Bruner 14. Private Equity, Corporate Governance, and the Reinvention of the Market for Corporate Control, by Karen H. Wruck About the Contributors Index

Donald H. Chew is the founding editor of the Journal of Applied Corporate Finance, a publication taken over by Morgan Stanley five years ago. Before joining Morgan Stanley, Chew was one of the founding partners of Stern Stewart & Co., a New York-based corporate finance advisory firm. He has close to thirty years of experience editing the Journal of Applied Corporate Finance and its predecessors, The Midland Corporate Finance Journal, and The Chase Financial Quarterly, and has published more than ten books on corporate finance.Stuart L. Gillan is associate and Jerry S. Rawls Professor of Finance at Texas Tech University. He has held several academic and industry positions, including senior research fellow at TIAA-CREF and associate chief economist at the United States Securities and Exchange Commission. His publications have appeared in Financial Management, Journal of Applied Finance, Journal of Applied Corporate Finance, Journal of Corporate Finance, Journal of Finance, and Journal of Financial Economics.Donald H. Chew and Stuart L. Gillan are also the editors of Global Corporate Governance.

Anyone seeking a comprehensive introduction to corporate governance will find this book valuable...recommended. Choice

• Introduction Part I: Broad Perspectives on Corporate Governance 1. Value Maximization, Stakeholder Theory, and the Corporate Objective Function, by Michael C. Jensen 2. The State of U.S. Corporate Governance: What's Right and What's Wrong?, by Bengt Holmstrom and Steven N. Kaplan 3. U.S. Corporate Governance: Accomplishments and Failings: A Discussion with Michael Jensen and Robert Monks Part II: Internal Governance: Boards and Executive Compensation 4. The Director's New Clothes (or, The Myth of Corporate Accountability), by Robert Monks and Nell Minow 5. Best Practices in Corporate Governance: What Two Decades of Research Reveals, by Anil Shivdasani and Marc Zenner 6. Pay without Performance: Overview of the Issues, by Lucian A. Bebchuk and Jesse M. Fried 7. Is U.S. CEO Compensation Broken?, by John E. Core, Wayne R. Guay, and Randall S. Thomas Part III: External Governance: Ownership Structure 8. Just Say No to Wall Street: Putting a Stop to the Earnings Game, by Joseph Fuller and Michael C. Jensen 9. Identifying and Attracting the "Right" Investors: Evidence on the Behavior of Institutional Investors, by Brian Bushee 10. U.S. Family-Run Companies-They May Be Better Than You Think, by Henry McVey and Jason Draho 11. The Evolution of Shareholder Activism in the United States, by Stuart L. Gillan and Laura T. Starks Part IV: External Governance: The Market for Corporate Control 12. Corporate Control and the Politics of Finance, by Michael C. Jensen 13. Where M&A Pays and Where It Strays: Survey of the Research, by Robert Bruner 14. Private Equity, Corporate Governance, and the Reinvention of the Market for Corporate Control, by Karen H. Wruck About the Contributors Index