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Watching the Watchers: Corporate Governance for the 21st Century
Robert A. G. Monks , and Nell Minow Manufacturer: Blackwell Publishers ProductGroup: Book Binding: Hardcover Similar Items:
ASIN: 1557868662 |
Customer Reviews:
A dissenting vote.......2001-02-20
U.S. public corporations are characterized by a separation of ownership and control: the firm's nominal owners, the shareholders, exercise virtually no control over either day to day operations or long-term policy. Instead, control is vested in the hands of professional managers, who typically own only a small portion of the firm's shares. This separation has costs, the most significant of which are referred to as agency costs, incurred to prevent shirking by managers. The agency cost model forces one to confront the question: who will monitor the monitors? In any team organization, one must have some ultimate monitor who has sufficient incentives to ensure firm productivity without himself having to be monitored. Institutional investors, in Monks' theory, function as such ultimate monitors. Because they own large blocks, and have an incentive to develop specialized expertise in making and monitoring investments, they could hold management accountable for actions that do not promote shareholder welfare, which should lead to a reduction in agency costs.
The benefits of institutional control, however, may come at too high a cost. There is good evidence that bank control of the securities markets has harmed that Japanese and German economies by impeding the development of new businesses. More importantly, there is a risk that institutional investors will abuse their control by self-dealing and other forms of over-reaching. If management becomes more beholden to the interests of large shareholders, it may become less concerned with the welfare of smaller investors. The U.S. experience with social investing by public pension funds, moreover, suggests that politicization of stockownership will be an economic drag. In general, the greater the extent to which a public pension fund is subject to direct political control, the worse its investment returns.
In my view, moreover, the separation of ownership and control is a highly efficient solution to the decisionmaking problems faced by large corporations. Separating ownership and control by vesting decisionmaking authority in a centralized entity distinct from the shareholders is what makes the large public corporation feasible. To be sure, this separation results in the agency cost problem described above. A narrow focus on agency costs, however, easily can distort one's understanding. Corporate managers operate within a pervasive web of accountability mechanisms that substitute for monitoring by residual claimants. Agency costs, in any event, are the inevitable consequence of vesting discretion in someone other than the residual claimant. We could substantially reduce, if not eliminate, agency costs by eliminating discretion; that we do not do so suggests that discretion has substantial virtues.
The root economic argument against shareholder activism thus becomes apparent. Large-scale institutional involvement in corporate decisionmaking seems likely to disrupt the very mechanism that makes the modern public corporation practicable; namely, the centralization of essentially nonreviewable decisionmaking authority in the board of directors. Given the significant virtues of discretion, one ought not lightly interfere with management or the board's decisionmaking authority in the name of accountability. Preservation of managerial discretion should always be the null hypothesis. The separation of ownership and control mandated by U.S. corporate law has precisely that effect. Monks and Minow make their living promoting institutional investor activism that undercuts the null hypothesis. But it is still bad public policy.
The pioneers in the field continue to throw off sparks.......1997-10-16
Masterful update by top experts in corporate governance!
.......1996-09-15
Monks and Minow trace the evolution of corporate governance and note that "there was no conscious choice in favor of treating shares of stock as though they were betting slips for races that were over at the end of each day." "Every 'improvement' in the system for owning stock was designed to make it easier to trade. No one seemed to notice or care that each of these 'improvements' also made it harder to exercise classic ownership rights." "During the takeover era, it became clear that, though the system was designed to promote transferability above all, there was one kind of transfer that the system would not tolerate: the transfer of power from one group to another."
Monks and Minow are concerned with increasing corporate accountability. They argue that any attempt to do so through chartering restraints is doomed to failure because the company's managers can move virtually any place in the world. In addition, "the political process is too dependent on money to make it possible for the government to be the ultimate guardian of accountability." "The only answer is a system of governance that originates from within the corporation itself and that includes the participation of an informed and effectively manifested broad class of owners." They point out that the tax cost of pensions is in excess of $50 billion per year, the largest item in the budget after defense. Because pension funds are subsidized by public funds it is, therefore, "appropriate for government to define broadly how pension fund trustees should function in their capacity as owners of the country's industrial establishment."
They call for a "Federal Law of Ownership" to coordinate the action of relevant agencies. For example, "the government must set the standard for interpreting and enforcing the 'exclusive benefit' rule or ERISA to provide guidance for private sector fiduciaries." However, the prime responsibility falls not to government but to the pension funds and corporations.
In the end, "whether ERISA trustees will ultimately become effective monitors depends on two factors - DOL's willingness and capacity to enforce its regulation and, more importantly, the conclusion by corporate management that an ownership-based governance system is ultimately in their best interest." Government needs to draw a "bright line" on conflict of interest; management needs to acknowledge that "creative tension" between themselves and owners is preferable to the current system of unaccountable "phony governance." Pension funds would then create a market for new institutions offering "ownership services" and companies with effective governance performance would realize the benefit of lower capital costs.
reviewed by James McRitchie, editor of the Corporate Governance site at
http:/www.wp.com/CORPGOV
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Watching the Watchers: Corporate Governance for the 21st Century
Robert A. G. Monks Manufacturer: NY ProductGroup: Book Binding: Hardcover ASIN: B000MUBR28 |
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The Rights of Law Enforcement Officers
Will Aitchison Manufacturer: Labor Relations Information System ProductGroup: Book Binding: Paperback Similar Items:
ASIN: 1880607220 |
Book Description
The employment rights of police officers are often ill understood and sporadically enforced. The Rights Of Law Enforcement Officers is designed to be a comprehensive review of those rights. The book is designed for the layperson, yet contains the supporting case law and statutory citations necessary to make it a reference tool for attorneys.Customer Reviews:
A must-have for anyone involved in police supervision.......2007-05-30
Exactly what I was looking for!.......2007-03-15
Every Officer should own this book.......2003-10-15
Book Review.......2003-04-07
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Constitutional Law and Liability for Park Law Enforcement Officers
Dan S. Murrell , and William O. Dwyer Manufacturer: Carolina Academic Pr ProductGroup: Book Binding: Paperback ASIN: 0890894744 |
Customer Reviews:
Gotta Have It.......2001-10-17
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Police Rights: Civil Remedies for Law Enforcement Officers
Charles E Friend Manufacturer: Michie Butterworth ProductGroup: Book Binding: Textbook Binding ASIN: 0872152251 |
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The Role of the law enforcement officer in the protection of human rights (Monograph series)
Manufacturer: Sri Lanka Foundation ProductGroup: Book Binding: Unknown Binding ASIN: 9555920001 |
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"Dead right": recognizing traits of armed individuals. : An article from: The FBI Law Enforcement Bulletin
Anthony J. Pinizzotto , Edward F. Davis , and Charles E., III Miller Manufacturer: Thomson Gale ProductGroup: Book Binding: Digital ASIN: B000FAPDPM Release Date: 2006-04-06 |
Book Description
This digital document is an article from The FBI Law Enforcement Bulletin, published by Thomson Gale on March 1, 2006. The length of the article is 3533 words. The page length shown above is based on a typical 300-word page. The article is delivered in HTML format and is available in your Amazon.com Digital Locker immediately after purchase. You can view it with any web browser.Customer Reviews:
Some Common Sense, But Be Ready For Some Surprises.......2007-06-01
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Effective leaders: do we have the right answers?(Notable Speech)(Professional Executive Leadership School): An article from: The FBI Law Enforcement Bulletin
H. Wayne, Jr. Duff Manufacturer: Thomson Gale ProductGroup: Book Binding: Digital ASIN: B000PAABVI Release Date: 2007-04-09 |
Book Description
This digital document is an article from The FBI Law Enforcement Bulletin, published by Thomson Gale on March 1, 2007. The length of the article is 933 words. The page length shown above is based on a typical 300-word page. The article is delivered in HTML format and is available in your Amazon.com Digital Locker immediately after purchase. You can view it with any web browser.
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Making technology pay off: the right tools, attitude and time help officers maximize a technology's potential.: An article from: Law Enforcement Technology
Bob Galvin Manufacturer: Thomson Gale ProductGroup: Book Binding: Digital ASIN: B000QEKMBW Release Date: 2007-05-09 |
Book Description
This digital document is an article from Law Enforcement Technology, published by Thomson Gale on April 1, 2007. The length of the article is 2302 words. The page length shown above is based on a typical 300-word page. The article is delivered in HTML format and is available in your Amazon.com Digital Locker immediately after purchase. You can view it with any web browser.
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Pierre George alleges OPP harassment. (News).(Ontario Provincial Police ) : An article from: Wind Speaker
Paul Barnsley Manufacturer: Aboriginal Multi-Media Society of Alberta (AMMSA) ProductGroup: Book Binding: Digital ASIN: B0009FPVMS Release Date: 2005-07-30 |
Book Description
This digital document is an article from Wind Speaker, published by Aboriginal Multi-Media Society of Alberta (AMMSA) on July 1, 2002. The length of the article is 1319 words. The page length shown above is based on a typical 300-word page. The article is delivered in HTML format and is available in your Amazon.com Digital Locker immediately after purchase. You can view it with any web browser.
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Supreme Court cases: 2005-2006 term.(Legal Digest): An article from: The FBI Law Enforcement Bulletin
Lisa A. Baker Manufacturer: Thomson Gale ProductGroup: Book Binding: Digital ASIN: B000PAAC0I Release Date: 2007-04-09 |
Book Description
This digital document is an article from The FBI Law Enforcement Bulletin, published by Thomson Gale on October 1, 2006. The length of the article is 4278 words. The page length shown above is based on a typical 300-word page. The article is delivered in HTML format and is available in your Amazon.com Digital Locker immediately after purchase. You can view it with any web browser.
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Allegations of discriminatory law enforcement against SFPD officers: A need for further information
Mary C Dunlap Manufacturer: [Office of Civilian Complaints?] ProductGroup: Book Binding: Unknown Binding ASIN: B0006S4OIK |
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WORLD ECONOMIC SITUATION PROSPECT 2004 (World Economic & Social Survey Supplement)
United Nations Manufacturer: United Nations Pubns ProductGroup: Book Binding: Paperback ASIN: 9211091462 |
Book Description
Authoritative and reliable, this update to the World Economic and Social Survey 2003 offers a unique insight into current trends and policies in the world economy. Essential to both academics and business people, this report looks at the world economy in 2003 and identifies priorities for 2004. The report is designed to serve as a point of reference for discussions on economic and social issues taking place in various United Nations entities during the first half of 2004.
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Alexander Hamilton's Economic Plan: Solving Problems in America's New Economy (Life in the New American Nation)
Ryan P. Randolph Manufacturer: Rosen Pub Group ProductGroup: Book Binding: Paperback ASIN: 0823942511 |
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Big Shots, Business the Amazon.com Way: Secrets of the Worlds Most Astonishing Web Business (2nd Edition)
Rebecca Saunders Manufacturer: Capstone ProductGroup: Book Binding: Paperback Similar Items:
ASIN: 184112155X |
Book Description
Having toppled the bookselling giants on-line, Jeff Bezos is now leading Amazon.comCustomer Reviews:
First Hand Experience from an Amazon Seller........2006-10-02
Simplistic, Outdated Guide to E-Commerce Success. .......2006-07-27
Very basic work.......2000-12-07
200+ pages of nothing........2000-11-27
The book is dry and completely uninformative. Even worse, it's factually incorrect. A couple examples (though there are many, many others):
According to Saunders, Amazon.com set up shop in Seattle, Washington because Ingram is there. Um, Ingram is in Oregon, not Washington. What the heck is the Federal Trust Commission? I think it's usually referred to as the Federal Trade Commission.
These two errors and the many others in this book have regrettably been printed before - usually in the popular press - which speaks volumes about where she got her material.
The book is marketed as an investigative look at the business model and "Ten Secrets" that make it work. Considering the legendary secrecy surrounding Amazon.com's business and the supposed investigative nature of this book, I find it pretty amazing that she knocked it out without attempting to consult a single (current or former) insider. But then again, after the first two pages it becomes very clear that she had no intention of going out of her way. The book itself is about as pure an attempt to capitalize on Amazon.com's success as could have been imagined. Oh, and the ten secrets touted on the cover are actually basic common sense and obvious to anyone who visits Amazon.com on any sort of a regular basis.
If you're curious about Amazon.com, I say stick to Spector and read, "Amazon.com - Get Big Fast," (ISBN: 0066620414).
Keep in mind that as of this writing, there really is no truly in-depth factual piece on Amazon.com and it's business model. You can get more information about Amazon.com from the New York Times archives (online) or almost any Wall Street analyst who covers the company.
How much money came out of the pockets of Amazon Executives?.......2000-09-20
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The cyclical timing of consumer credit, 1920-67
Philip A Klein Manufacturer: National Bureau of Economic Research; distributed by Columbia University Press ProductGroup: Book Binding: Unknown Binding ASIN: 0870142259 |
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