Corporate governance : promises kept, promises broken / Jonathan R. Macey.

Includes bibliographical references (pages [279]-323) and index.

Introduction. Corporate governance as promise -- Ch. 1. The goals of corporate governance : the dominant role of equity -- Ch. 2. Corporate law and corporate governance -- Ch. 3. Institutions and mechanisms of corporate governance : a taxonomy -- Ch. 4. Boards of directors -- Ch. 5. Case studies on boards of directors in corporate governance -- Ch. 6. Dissident directors -- Ch. 7. Formal external institutions of corporate governance : the role of the Securities and Exchange Commission, the stock exchanges, and the credit-rating agencies -- Ch. 8. The market for corporate control -- Ch. 9. Initial public offerings and private placements -- Ch. 10. Governance by litigation : derivative lawsuits -- Ch. 11. Accounting, accounting rules, and the accounting industry -- Ch. 12. Quirky governance : insider trading, short selling, and whistle-blowing -- Ch. 13. Shareholder voting -- Ch. 14. The role of banks and other lenders in corporate governance -- Ch. 15. Hedge funds and private equity.

"In Corporate Governance, Jonathan Macey argues that less government regulation - not more - is what's needed to ensure that managers of public companies keep their promises to investors. Corporate Governance reveals why the market is the best guardian of shareholder interests."--BOOK JACKET.