Litigation

New Authoritative Book on Corporate Governance

By Francis G. X. Pileggi, Esq.

Professor Stephen Bainbridge has just published yet another book on corporate law. His most recent publication is entitled: The New Corporate Governance in Theory and Practice

The summary on Amazon.com here  (where it can be pre-ordered for delivery in about 6 weeks), describes the book as follows:

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. Shareholders were essentially powerless and typically quiescent. Boards of directors were little more than rubber stamps. Today, the corporate governance landscape looks vastly different. The fall-out from the post-Enron scandal and implementation of the Sarbanes-Oxley Act have resulted in shareholder activism becoming more widespread, while many observers call for even greater empowerment. The notion that the board of directors is a mere pawn of top management is increasingly invalid, and 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.

The New Corporate Governance in Theory and Practice 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, Stephen Bainbridge traces the process by which this new corporate governance system emerged, and explores whether such changes are desirable or effective.

We know from citations to his publications in their opinions that members of both the Delaware Supreme Court and the Delaware Chancery Court read the corporate law writings of Professor Bainbridge, and he has appeared at seminars on the same panel as members of the Delaware bench. Anyone interested in the latest developments in corporate law should read this most recent magnum opus by one of the nation's leading authorities on corporate governance.

Full post as published by Delaware Corporate and Commercial Litigation Blog on May 13, 2008 (boomark / email).