International Corporate Governance and Sarbanes-Oxley

International Corporate Governance and Sarbanes-Oxley

This is a wonderful edited collection on corporate governance. There are 23 chapters in all, covering topics related to history, theory, shareholder rights, corporate governance initiatives, regulation, and empirical studies of the impact of corporate governance on company performance.

The book's title is a bit unfortunate, since the book is broader than it suggests. Sure, Sarbanes-Oxley is discussed, but it is just one important topic among many. International practice is also discussed—there are chapters on Australia, Belgium, France, China, the United Kingdom, and Europe overall—but this too is just one theme among many. Rest assured, there is a tremendous amount of excellent information here for readers with a purely US focus. The book is really comprehensive about how it approaches the topic of corporate governance.

I really like a chapter by Justin O'Brien that concludes that Sarbanes-Oxley is more expensive symbolism than it is effective legislation. Congress was under pressure to act with midterm elections coming up. They found it convenient to pass legislation that treated individual wrongdoing as the problem rather than address the real underlying problems of corporate governance. There are a lot of scholarly insights here!

Another wonderful chapter, on shareholder rights by Gregory Maassen and Darrell Brown, was particularly useful for me. It cited a working paper by Mark Latham that had uncanny parallels to the Investor Suffrage Movement paper that I just published. I was delighted and got in touch with Latham to see about working together.

Chapters are well written, scholarly, insightful and cite the literature extensively. There is hardly a weak one among them. For anyone interested in corporate governance, there is a tremendous amount of valuable thought in these pages. [December 16, 2006]

Contents

I. FRAMEWORK OF CORPORATE GOVERNANCE

1. The Ethics of Corporate Governance: What would the Political Philosophers Say? (Colin Read)

2. The Politics of Symbolism: Sarbanes-Oxley in Context (Justin O'Brien)

3. Governance and Performance Revisited (Oyvind Bohren and Bernt Arne Odegaard)

4. Corporate Governance as a Process Oriented Approach to Socially Responsible Organizations (Marijan Cingula)

5. The Impact of the New Corporate Governance Code on the Belgian Stock Market (Albert Corhay, Andree Dighaye and Pierre-Armand Michel)

II. CORPORATE GOVERNANCE AND THE GLOBAL FINANCIAL MARKETS

6. Corporate Governance of Hedge Funds (Robert Christopherson, Greg N. Gregoriou and William R. Kelting)

7. Corporate Governance Reform in Australia: The Intersection of Investment Fiduciaries and Issuers (Martin Gold)

8. Corporate Social Responsibility and Fiduciary Investment in Australia (Paul U. Ali)

9. Issuers' Liability for Financial Information as an Instrument of Corporate Governance Enforcement (Clemens Volkl)

10. Investing in Death/Speculating on Mortality: Some Thoughts on Life Insurance Securitization (Paul U. Ali)

III. SHARE OWNERSHIP AND SHAREHOLDER CONTROL RIGHTS

11. Ownership Structure Metrics (Stefan Prigge and Sven Kehren)

12. The Effectiveness of Shareholders Meetings: An Overview of Recent Developments (Gregory F. Maassen and Darrell Brown)

13. The Market for Corporate Control and the Implications of the Takeover Directive (2004/25) (Blanaid Clarke)

IV. ACCOUNTABILITY OF DIRECTORS AND EXECUTIVES

14. Board Power Relations and the Impact of the UK's Combined Code on Corporate Governance (Timothy J. Nichol)

15. CEO Compensation in Australia's Largest Companies (Geof Stapledon)

16. Directors' and Officers' Liability in France (Alain-Xavier Briatte and Michael Julian)

17. Independent Directorship Systems in Greater China (Margaret Wang)

V. RESPONSIBILITIES TO STAKEHOLDERS, AND OTHER EMERGING TRENDS IN CORPORATE GOVERNANCE

18. The Primary Stakeholder Relationships: Corporate Governance and Value Creation (Andrea Beretta Zanoni)

19. Family Ownership and Corporate Governance (Maria Sacristan-Navarro and Silvia Gomez-Anson)

20. The European Social Model of Corporate Governance: Prospects for Success in an Enlarged Europe (Irene Lynch Fannon)

21. Contract Negotiation and Internal Regulation Mechanisms in a Firm (Hubert de La Bruslerie)

22. Prospects and Limits of Corporate Governance Codes (Bjorn Fasterling)

23. Assessing the Effectiveness of Boards of Directors and Individual Directors (Richard Leblanc)


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