The Recurrent Crisis in Corporate Governance

Since the mid-1980s two crises have overtaken governance of the American corporation - the loss of competitiveness in the 1980s and the loss of investor trust in financial management in the late 1990s. This book proposes specific changes in conduct to resolve these crises, principally by putting the board of directors in charge of management. The detailed analysis and critique of performance of governance specifies reforms that will make that possible. The reforms are tightly connected to the authors' analysis of the causes of breakdowns in the largest corporations in which management has been subject to criminal and civil investigation.

Table of Contents:
List of Figures and Tables Preface Introduction and Summary; I.M.Millstein & P.W.MacAvoy The Current Crisis; I.M.Millstein & P.W.MacAvoy The Emergence and Development of the Governance Problem; I.M.Millstein & P.W.MacAvoy Conglomeration As An Example of Managerial Self Interest Sources of Accelerated Change The Emergence of the Full Role of the Board of Directors Has the Emergence of "New " Governance, In Terms of Board Diligence And Focus Become Observable? The Ambivalent Results of Extant Research on the Impace of Strong Governance on Corporate Performance; I.M.Millstein & P.W.MacAvoy A New Approach for Determining the Effect of Strong Governance on Corporate Performance Metrics for Board Independence and Professionalism Metrics For Performance Methodology Estimation and Analysis of the Governance/Corporate Performance Relationship The Calculation of Economic Value Added Superior Performance After a Change in Governance Conclusion 'Where Was the Board?' Share Price Collapse and the Governance Crisis of 2000-2; P.W.MacAvoy The Status Quo in Corporate Governance in the 1990s Incremental Change The Collapse of Enron and the Others The Nine Largest Companies Investigated for Fraudulent Financial Reporting Where Was the Board of Directors? A Second Look at Management Out of Control Proposals for Reform of Corporate Governance; I.M.Millstein & P.W.MacAvoy New Expectations for Improved Performance in Boards of Directors Appendix A: Technical Implementation Issues in the Analysis of EVA for CalPERS related companies Appendix B: Database of EVA Estimates References

About the Author :
PAUL MACAVOY is the Williams Professor of Management and former Dean of the School of Management at Yale University. He has taught Economics at the University of Chicago, M.I.T., and Dartmouth College, in addition to Yale University. He was formerly Dean of the William E. Simon Graduate School of Business at the University of Rochester. - IRA MILLSTEIN is a Senior Partner Weil, Gotshal & Manges, where, in addition to practicing in the areas of government regulation and antitrust law, he has counseled the boards of General Motors, Westinghouse, Bethlehem Steel, Empire Blue Cross and the California Public Employees' Retirement System (CalPERS), among many others, on issues of corporate governance.

Review :
'I warmly congratulate Millstein and MacAvoy on the important contribution which their book makes to the re-design of corporate governance structures and processes worldwide. Their analysis of the deficiencies in our present approach to governance leads logically and inexorably to an admirable set of recommendations which are internationally relevant. Their book is timely, authoritative and practical. It deserves to be widely read and its advice widely followed.' - Sir Adrian Cadbury, Chairman, UK Committee on Corporate Governance and Former Chairman, Cadbury Schweppes 'MacAvoy and Millstein have produced a unique combination of economic history and legal theory to explain the breakdown of corporate governance. When two such experts in governance, who between them cover the map in practice and scholarship, call for such major changes as they do in corporate governance we are clearly at a point where board members will no longer be employees of the CEO. There is much value in this treatise and much value to be created in resolving the flawed governance systems they discuss.' - Michael C. Jensen, Jesse Isidor Straus Professor Emeritus, Harvard Business School and Managing Director of the Organizational Strategy Practice, The Monitor Group 'Millstein and MacAvoy offer a fresh, thought-provoking look at the basic questions in the corporate governance debate and break important if controversial new ground. With a penetrating analysis of the recent failures so glaringly revealed in the spate of corporate scandals and broad new insights into what went wrong, the book charts a new course to avoid such failings in the future. Combining first-rate scholarship with originality, the book sets a new standard for all who are interested in corporate governance.' - John Snow, Former Chairman and CEO, CSX Corporation and Former Co-Chair, the Conference Board Commission on Public Trust and Private Enterprise 'The book is an expert assessment of what went wrong on corporate boards and how to fix them.' - Diana B. Henriques, The New York Times 'The book is short, wise and to the point. It falls squarely into the 'must read' category.' - John Plender, Financial Times 'The Recurrent Crisis in Corporate Governance pushes the edge of mainstream thought in this growing discipline. Authors Paul W. MacAvoy and Ira M. Millstein, giants in the field, have well deserved reputations as practitioners and scholars. This thin volume will quickly guide the course for progressive board members concerned with building solid companies, rather than future Enrons.' - James McRitchie, CorpGov.Net 'Interested in minimizing Directors' liability? This book is must reading.' - Al Driver, Editor, The Metropolitan Corporate Counsel '[MacAvoy and Millstein] ably make the case for a simple and straightforward remedy to American business's worst crisis in memory.' - Roger Lowenstein, The Wall Street Journal <'In their new work Ira Millstein and Paul MacAvoy blend their different backgrounds, plus years of experience serving on and advising corporate boards, to create an important and compelling contribution to the field....The Recurrent Crisis in Corporate Governance should be required reading for everyone involved in corporate affairs, investing, and public policy.' - Howard Sherman, Directors & Boards