History of Modern US Corporate Governance

Edited by Brian R. Cheffins, S.J. Berwin Professor of Corporate Law, Faculty of Law, University of Cambridge, UK

‘The two volumes of the work are weighty in terms of their content. It is advantageous that the reprints reflect the original publication style, most convenient for accurate citation. Overall, the chapters and the themes of the work are usefully summarised in the detailed and highly analytical introduction by the editor, in which there is a wealth of reference material and further sources provided in all of the chapters in the various sections and which would repay careful study. . . this is a serious work for the legal historian and the comparative lawyer, whether academic, practitioner or judge, who wishes to be informed of the history and modern development in the jurisdiction that gave the term “corporate governance” its genesis and which has led to corporate governance assuming a central place in the business world and in the thoughts of commentators.’

• Contents:Volume IAcknowledgements Introduction Brian R. Cheffins PART I THE SEPARATION OF OWNERSHIP AND CONTROL 1. Mark J. Roe (2005), ‘The Inevitable Instability of American Corporate Governance’2. Brian Cheffins and Steven Bank (2009), ‘Is Berle and Means Really a Myth?’ PART II THE SHAREHOLDER ORIENTATION OF U.S. CORPORATE GOVERNANCE 3. Alfred Rappaport (1990), ‘The Staying Power of the Public Corporation’4. Allen Kaufman and Lawrence Zacharias (1992), ‘From Trust to Contract: The Legal Language of Managerial Ideology, 1920–1980’5. Henry Hansmann and Reinier Kraakman (2001), ‘The End of History for Corporate Law’6. Adam Winkler (2004), ‘Corporate Law or the Law of Business?: Stakeholders and Corporate Governance at the End of History’PART III THE BOARD OF DIRECTORS 7. William C. Greenough and Peter C. Clapman (1980), ‘The Role of Independent Directors in Corporate Governance’8. Victor Brudney (1982), ‘The Independent Director – Heavenly City or Potemkin Village?’ 9. Barry D. Baysinger and Henry N. Butler (1984), ‘Revolution Versus Evolution in Corporation Law: The ALI’s Project and the Independent Director’10. Jeffrey N. Gordon (2007), ‘The Rise of Independent Directors in the United States, 1950–2005: Of Shareholder Value and Stock Market Prices’ PART IV EXECUTIVE PAY 11. David Kraus (1976), ‘The “Devaluation” of the American Executive’12. Arch Patton (1985), ‘Those Million-Dollar-a-Year Executives’13. Michael C. Jensen and Kevin J. Murphy (1990), ‘CEO Incentives – It’s Not How Much You Pay, But How’14. John Balkcom and Roger Brossy (1997), ‘Executive Pay – Then, Now, and Ahead’15. Lucian A. Bebchuk and Jesse M. Fried (2005), ‘Pay Without Performance: Overview of the Issues’16. John E. Core, Wayne R. Guay and Randall S. Thomas (2005), ‘Is U.S. CEO Compensation Broken?’ Volume II Acknowledgements An introduction to both volumes by the editors appears in Volume I PART I ACTIVATING SHAREHOLDERS 1. Bayless Manning (1958), ‘Review: The American Stockholder. By J.A. Livingston’2. Bernard S. Black (1992), ‘Institutional Investors and Corporate Governance: The Case for Institutional Voice’3. Michael E. Porter (1992), ‘Capital Disadvantage: America’s Failing Capital Investment System’4. Robert C. Pozen (1994), ‘Institutional Investors: The Reluctant Activists’5. Franklin R. Edwards and R. Glenn Hubbard (2000), ‘The Growth of Institutional Stock Ownership: A Promise Unfulfilled’6. Marcel Kahan and Edward B. Rock (2007), ‘Hedge Funds in Corporate Governance and Corporate Control’7. Lynn A. Stout (2007), ‘The Mythical Benefits of Shareholder Control’ PART II TAKEOVERS 8. Henry G. Manne (1965), ‘Mergers and the Market for Corporate Control’ 9. (1985), ‘The Market for Corporate Control’ 10. Peter F. Drucker (1986), ‘Corporate Takeovers – What is to Be Done?’11. Allen Kauffman and Ernest J. Englander (1993), ‘Kohlberg Kravis Roberts & Co. and the Restructuring of American Capitalism’12. Marcel Kahan and Edward B. Rock (2002), ‘How I Learned To Stop Worrying and Love the Pill: Adaptive Responses to Takeover Law’13. Brian Cheffins and John Armour (2008), ‘The Eclipse of Private Equity’PART III REGULATORY RESPONSES 14. Bengt Holmstrom and Steven N. Kaplan (2001), ‘Corporate Governance and Merger Activity in the United States: Making Sense of the 1980s and 1990s’15. Ronald J. Gilson (2006), ‘Catalysing Corporate Governance: The Evolution of the United States System in the 1980s and 1990s’16. Donald E. Schwartz (1984), ‘Federalism and Corporate Governance’ 17. Robert B. Thompson (2003), ‘Collaborative Corporate Governance: Listing Standards, State Law, and Federal Regulation’18. Roberta S. Karmel (2005), ‘Realizing the Dream of William O. Douglas – The Securities and Exchange Commission Takes Charge of Corporate Governance’ 19. Steven A. Ramirez (2007), ‘The Special Interest Race to CEO Primacy and the End of Corporate Governance Law’20. Frank H. Easterbrook (2009), ‘The Race for the Bottom in Corporate Governance’