A

Ambachtsheer, Keith P., D. Don Ezra, Pension Fund Excellence: Creating Value for Stakeholders John Wiley & Sons, 1998. Guide for pension fund governance, management, and operations.

American Bar Association, Committee on Corporate Laws, Corporate Director's Guidebook, 1994. As one of our most frequently recommended books, the Guidebook provides a brief overview of corporate director responsibilities in U.S. firms. Included are sections on legal duties, board structure, rights, orienting new directors, committees, other oversight responsibilities, federal securities laws, and liabilities. The Guidebook provides an excellent bibliography for further reading. Although, it covers the basics in a comprehensive fashion for such a slim volume (65 pages), from the time commitments normally expected of directors to the limits of indemnification, I would recommend new directors also purchase the ABA's Fundamentals of Corporate Governance: A Guide for Directors & Corporate Counsel. That volume provides more in depth coverage of many of the same areas, discusses controversial issues and is complete with brief descriptions of relevant cases. In addition, most directors would benefit from belonging to the National Association of Corporate Directors, and by subscribing to publications such as those listed on our Stakeholders page.

B

• Corporations pursue their own economic interest regardless of harmful consequences to people and the environment, externalizing its true costs.
• Governments have abdicated control by freeing corporations from legal constraints and granting authority over society through privatization.
• Corporate social responsibility. Although it accomplishes much, it is often a token gesture, and temporary, masking the corporation’s true character.
• Corporate governance, no matter how reformed, appears to leave us with an undemocratic one share, one vote, not one person, one vote.

“Dodge v. Ford still stands for the legal principle that managers and directors have a legal duty to put shareholders’ interests above all others and no legal authority to serve any others.”

Shareholders can’t be held liable for the corporation’s actions because of limited liability. Directors are protected because they have no direct involvement in the decisions leading to crimes. Executives also escape liability unless they are proven to have been “directing minds.” That leaves the corporation itself and Bakan argues in favor of revoking charters.

“The notion that business and government are and should be partners is ubiquitous, unremarkable, and repeated like a mantra by leaders in both domains.” “Partners should be equals. One partner should not wield power over the other.” “Democracy, on the other hand, is necessarily hierarchical. It requires that the people, through the governments they elect, have sovereignty over corporations, not equality with them.”

Robert Monks sees pension funds as a “proxy for the public good” but Bakan argues that it is still one share equals one vote. Asked if Monks had reduced harms caused by corporate externalities at many companies he has helped reform, “his simple answer was ‘No.’”

“Deregulation is really a form of dedemocratization, as it denies ‘the people,’acting through their democratic representatives in government, the only official political vehicle they currently have to control corporate behavior.” The rising dependency on nongovernmental institutions as a substitute for governmental regulations is socialism for the rich and capitalism for the poor. “The corporations get all the coercive power and resources of the state, while citizens are left with nongovernmental organizations and the market’s invisible hand.”

“The corporation is not an independent ‘person’ with its own rights, needs, and desires that regulators must respect. It is a state-created tool for advancing social and economic policy. As such it has only one institutional purpose: to serve the public interest.”

In the final analysis, Bakan says he would rely on improving the regulatory system.

• Staffing enforcement agencies at realistic levels, setting fines at a deterrent level, bar repeat offenders from government contracts, and suspend the charters of flagrant violators.
• Regulations based on the precautionary principle.
• Allow local governments to play a greater role in regulations, since they are “more willing and able to forge alliances with citizens groups around particular issues.”
• Protect and enhance trade unions, as well as environmental, consumer, human rights and other organizations.
• Phase out political donations by corporations and place tighter restrictions the on revolving door of personnel.
• Proportional representation to encourage disillusioned citizens to participate.
• Create a robust public sphere to protect that which is too precious to leave to corporate exploitation.

Although most of Bakan’s major points are valid, I’m not ready to give up trying to make corporations more democratic from within or more socially responsible through public and investor pressure.

Pension funds are something of a proxy for the public good and many are not run on one share one vote. At CalPERS, for example, members elect about half the board and the other half are elected by the public or are appointed by elected officials. Although it isn’t ideal, it comes closer to one person one vote than most other institutional investors and CalPERS has a record of fighting for many of the type of reforms Bakan advocates.

SRI funds may not operate as democratically as CalPERS or have as long an investment horizon (which considers externalities) but they do raise public awareness of needed reforms.

Bakan seems to want it both ways with nongovernmental organizations. On the one hand he says they are powerless, on the other he wants them protected and enhanced. Pushing regulations to the local level seems likely to result in deregulation and local governments compete for corporate crumbs.

What is clear is that corporations must be accountable to the larger society or else we’re all in trouble. Government is our only hope when it comes to protecting the commons, like reducing the magnitude of global warming. However, we’ll need all the tools in our bag to get the job done. Saying we need to give government the power to regulate doesn’t make it so. Yet, Bakan’s analysis does well to point to the fact that corporations are social constructs that must be channeled to serve the public interest. Perhaps the book and the movie will inspire action.

Bavly, Dan and Roger B. Porter, Corporate Governance and Accountability: What Role for the Regulator, Director, and Auditor? Quorum Books, 1999. Good advice for government regulators and accountants.

Berle, Adolph Jr. and Gardiner C. Means, The Modern Corporation and Private Property, (New York: Macmillan, 1932). The increased capital demands of technology dictates large enterprises which exceed the financing capacity of wealthy individuals. As shareholders became disbursed, corporate control shifts to managers who are left unmonitored to pursue their own agenda, sometimes at the risk of the firm. Buy it now from Amazon.com for $45.00!

Bernstein, Paul Workplace Democracy, Kent State University Press, 1976. A slim volume that outlines the essential conditions for workplace democracy.

Blair, Margaret M., and Mark J. Roe (Editors), Employees and Corporate Governance, Brookings Institute, 1999. Focuses on the role of employees in the governance of corporations in U.S., Germany and Japan. Examining laws and contexts, the essays focus on the framework for understanding employees' role in the firm and the implications for corporate governance. The result of a conference at Columbia University, the volume includes essays by Theodor Baums, Margaret M. Blair, David Charny, Greg Dow, Bernd Frick, Ronald J. Gilson, Jeffrey N. Gordon, Nobuhiro Hiwatari, Katharina Pistor, Louis Putterman, Edward B. Rock, Mark J. Roe, and Michael L. Wachter.

Blair, Margaret M. MBLAIR@BROOK.EDU, Wealth Creation and Wealth Sharing; A Colloquim on Corporate Governance and Investments in Human Capital, The Brookings Institution, 1996. For a review, see Blair.

Blair, Margaret M. MBLAIR@BROOK.EDU Ownership and Control: Rethinking Corporate Governance for the Twenty-First Century, The Brookings Institution, 1995. Blair reviews how the governance of public corporations in the U.S. is supposed to work, in theory and by law. She compares the traditional economic rationale for corporate governance structures, which stress shareholder and/or management models of control. Then, she posits a more broadly based stakeholder model, based on a reexamination of the basic wealth creating purpose of the corporate form. Building on trends which note the declining cost of capital, relative to total production costs, and the increasing significance of investments in firm-specific human capital, Blair makes several recommendations concerning how corporate governance systems might evolve to enhance long-term wealth creation for all parties. Her critical analysis contains many insights which deserve wide circulation and debate. Buy the book Ownership and Control: Rethinking Corporate Governance for the Twenty-First Century (paperback)/Ownership and Control: Rethinking Corporate Governance for the Twenty-First Century (hardback).

Blair, Margaret M. MBLAIR@BROOK.EDU, The Deal Decade: What Takeovers and Leveraged Buyouts Mean for Corporate Governance, The Brookings Institution, 1993. In nine studies and their attendant comments, economists, legal scholar, lawyers, corporate executives, and investment bankers examine several theories about the causes and effects of the corporate restructuring movement of the 1980s, the economic, political, and legal environment that encouraged it, and the new laws and court rulings that came into existence as a result. Also see The Deal Decade Handbook.

Blasi, Joseph Raphael blasi@gandalf.rutgers.edu and Douglas Lynn Kruse, The New Owners: The Mass Emergence of Employee Ownership in Public Companies and What It Means to American Business HarperBusiness, 1991. The evidence points to the fact that employee ownership itself does not improve productivity or profitability except when combined with employee involvement. By the year 2000, workers in companies more than 10 percent employee-held will dwarf the entire membership of the trade union movement. Blasi and Kruse expect these workers will press management to let employee ownership make a difference through employee empowerment. Buy The New Owners (paperback).

Bowen, William G. Inside the Boardroom: Governance by Directors and Trustees, John Wiley & Sons, 1994. A "how to" book on how boards should govern. The book draws from both for-profit and non-profits. Buy Inside the Boardroom.

Bowman, Scott R. srbowman@pop.ben2.ucla.edu The Modern Corporation and American Political Thought ,The Pennsylvania State University Press, University Park, Pennsylvania, 1996. See review under Bowaman.

Bruyn, Severyn T. The Social Economy; People Transforming Modern Business, John Wiley & Sons, New York, 1977. Examines the social foundations of the economy and how each of us in labor, business, law and science are responsible for shaping it.

Bruyn, Severyn T. The Field of Social Investment, Cambridge University Press, 1987. Offers a sociological perspective on the field of social investment. Buy The Field of Social Investment.

Brancato, Carolyn Kay Institutional Investors and Corporate Governance : Best Practices for Increasing Corporate Value, Irwin Professional Publishers, 1996. See review under Brancato.

Burrough, Bryan and John Helyar, Barbarians at the Gate, Harper and Row, 1990. The book describes the epic takeover battle for RJR Nabisco in 1988 and the rise and subsequent fall of Ross Johnson who naively placed the company into play and ultimately into the clutches of Henry Kravis and KKR. The authors, reporters for the Wall Street Journal, capture the backroom deals and the host of Wall Street characters whose egos and greed never will amaze readers who don't have ten corporate jets at their personal disposal. Buy the book, the audio tape, or the video tape.

Byrne, John A., Chainsaw: The Notorious Career of Al Dunlap in the Era of Profit-At-Any-Price, HarperBusiness, 1999. See review at http://www.corpgov.net/library/reviews/abreviews.html#byrne.

C

Carver, John Miriam and Mayhew Carver, Basic Principles of Policy Governance (Carverguide Series on Effective Board Governance, 1), Jossey-Bass Publishers, 1996. First in a 12-part series of general guides on Policy Governance. A great introduction to John Carver's new approach to nonprofit board development.

Carver, John, Chairpersons Role As Servant Leader to the Board, Jossey-Bass Publishers, 1996.

Case, John, Open-Book Management: the coming Business Revolution, Harper Business. Contends that workers begin to think like ownners when they are given financial information, have the authority to make decisions on that information and are compensated by meeting financial goals. Buy Open-Book Management.

Charan, Ram, Boards at Work: How Corporate Boards Create Competitive Advantage, Jossey-Bass Publishers, 1998. Compilation of best practices. Isnights on how to find new board members, the kind of information the board needs, shareholder relations, evaluation of CEOs and other oversight functions, succession planning, and promoting responsible change.

Charkham, Jonathan and Anne Simpson, Fair Shares: The Future of Shareholder Power and Responsibility, Oxford Univ Press, 1999. Examines the purpose of companies, role of shareholders, regulators, directors, the legal obligations of institutional shareholders, the question of traders v Owners and offers reforms. (see Review)

Charkham, J., Keeping Good Company: A Study of Corporate Governance in Five Countries, Oxford University Press. A guide to the development of corporate governance in Germany, Japan, France, the United States and the United Kingdom, providing an historical context as well as covering current issues. Many of the statistics are out of date. The book establishes two basic principles of good corporate governance. Management must have the freedom to drive the enterprise forward; secondly it must be accountable. Characterizes systems as co-operative, private, informal, well informed and collegiate (Germany and Japan) or confrontational, public, formal, poorly informed and individualistic (USA and UK). Buy Keeping Good Company.

Chew, Donald H., editor Studies in International Corporate Finance and Governance Systems: A Comparison of the U.S., Japan and Europe , Oxford University Press, 1997. Buy it from Amazon.com. (see review)

Clarkson, Max (Editor), The Corporation and Its Stakeholders: Classic and Contemporary Readings Univ of Toronto Press, 1998. Various readings which contributes to the debate concerning the corporations obligations to employees, customers, suppliers, governments and others. The articles run from J.M. Clark's "The Changing Basis of Economic Responsibility " which first appeared in The Journal of Political Economy, Vol 24, #3, 1916 to Mitchell, Agle and Wood's "Toward a Theory of Stakeholder Identification and Salience: Defining the Principle of Who and What Really Counts," which appeared in the Academy of Management Review, Vol 22, #4, 1997.

Cochran, Philip L Corporate Governance: A Review of the Literature, Financial Executives Resources Foundation, 1988.

Council of Institutional Investors, Does Ownership Add Value?, September 1994, 1616 P Street NW, Suite 350, Washington, DC 20036. Contains summaries of 100 studies which address how ownership activity affects firm value.

D

Davies, Adrian, A Strategic Approach to Corporate Governance, Gower Pub Co., 1999.

Dietle, Helmut M. Capital Markets and Corporate Governance in Japan, Germany and the United States: Organizational Response to Market Inefficiencies, Routledge, 1998.

Dunn, Betty Jane, editor Significant Issues Facing Directors: 1997 Corporate Responsibility: Shareholders vs. Stakeholders, Directorship, Greenwich, CT, 1997. For review see Dunn. $50 plus $4 shipping.

Dye, Bob, Merchant Prince of the Sandalwood Mountains: Afong and the Chinese in Hawaii, University of Hawaii Press, 1997. No, its not a treatise on corporate governance. The book is about my great great grandfather-in-law, his remarkable family and how he made his fortune. The author, well known for writings on Hawaii, took several years of painstaking research, interviewed many family members, and traveled extensively to research this biography. Dye's portrait gives life to a noble man where previous writings, such as those of Jack London and a Broadway play, presented mere caricatures. Afong played a pivotal role in keeping Hawaii independent from US annexation for a time and fought against disenfranchisement of the Chinese population in Hawaii. When cries of "Yellow Peril" overwhelmed those seeking harmony among the races, Afong left most of his family and returned to China with his son Toney (my wife's great grandfather) who continued the political struggle for democracy in China. Take a break from your readings on corporate governance and buy Merchant Prince of the Sandalwood Mountains in hardback or paperback.

E

Epstein, Marc J. and Bill Birchard, Counting What Counts: Turning Corporate Accountability to Competitive Advantage, Perseus Books, 1999. Looks at what companies view as important: customer loyalty, employee retention, and shareholder value. Examines governance, measurement, management systems, and reporting. Authors believe reporting the numbers to everyone who helps the company deliver value will benefit the bottom line.

F

Fabozzi, Frank J. (Editor), Perspectives on Investment Management of Public Pension Funds, McGraw-Hill, July 1999.

Fligstein, Neil The Transformation of Corporate Control, Harvard University Press, Cambridge, Massachusetts, 1990. For review, see Fligstein. Buy softcover edition ofThe Transformation of Corporate Control in paperback now from Amazon.com or hardback!

Fraser, Andrew W, Reinventing Aristocracy : The Constitutional Reformation of Corporate Governance, Ashgate Publishing Company, 1998.

Friedman, Howard M., email: hfriedm@uoft02.utoledo.edu Securities Regulation In Cyberspace (New York: Bowne & Co., Inc., 1997, 1998). Second Edition, is a one-volume loose-leaf binder to accommodate periodic updates, 1000 pages ($225). Order online at http://www.bownepublishing.com, by calling Bowne Publishing Division at (800) 370-8402, or from overseas (212) 229-7237. For a review, see Friedman.

G

Goergan, Marc, Corporate Governance and Financial Performance: A Study of German and UK Initial Public Offerings, Edward Elgar Pub, 1999. Compares the impact of German and UK financial markets on corporate governance, ownership and financial performance during the 1980s. Fails to find a correlation between ownership patterns and financial performance. The German system favors firms with low risk and where the benefits of monitoring outweigh the cost of low portfolio diversification. The UK system is better suited to high-risk, high-tech firms, where founders are able to sell out rapidly.

Glickman, Marshall, The Mindful Money Guide: Creating Harmony Between Your Values and Your Finances, Wellspring, 1999. Glickman presents a "holistic" approach to wealth which emphasizes shareholder activism.

Guy, John W. How to Invest Someone Else's Money, Irwin Professional Publishers, 1993. This is a "how to" book for trustees. Includes example agenda, investment policy, etc. Yes, you can buy it here.

H

Hampden-Turner, Charles and Alfons Trompenaars, The Seven Cultures of Capitalism; Value Systems for Creating Wealth in the United States, Japan, Germany, France, Britain, Sweden and the Netherlands, Doubleday, New York, 1993. Investigates the values, habits and cultural styles which provide key ingredients to economic success.

Warner, A. and A. Hennell, Maximizing Shareholder Value, Trans-Atlantic Publications, 1998.  

Hansen, Charles, A Guide to the American Law Institute Corporate Governance Project, The National Legal Center for the Public Interest, Washington, DC, 1995. Hansen provides a thorough guide to the evolution of the Corporate Governance Project of the American Law Institute's 1994 Principles of Corporate Governance: Analysis and Recommendations. Buy the guide now.

Hawley, James P. and Andrew T. Williams, The Rise of Fiduciary Capitalism: How Institutional Investors Can Make Corporate America More Democratic, University of Pennsylvania Press, 2000. Provides perhaps the best synopsis to date of how fiduciary capitalism developed but less of a guide concerning the difficult subject of "how institutional investors can make corporate America more democratic" than its title might imply. Still, the book is important as one of the first to recognize that fiduciaries, acting on behalf of universal owners, have a duty of care that extends to influencing public policies in order to generate both wealth and a healthy environment. See review.

Henwood, Doug, Wall Street Verso, New York,1997. You know its not your usual investment book when the jacket quotes include the following from Norman Pearlstine, former editor of the Wall Street Journal: "You are scum...it's tragic that you exist." The author demonstrates an excellent grasp of the facts and a sense of humor as well. For review, see Henwood. Buy Wall Street in hardback now from Amazon.com and save.

I

The International Task Force on Corporate Governance, Who Holds the Reins? An Overview of Corporate Governance Practice in Japan, Germany, France, United States of America, Canada and the United Kingdom, International Capital Markets Group. Examines how legal systems, cultural and institutional pressures shape the behaviour of managers and investors. Concludes that international diversity in corporate governance matters should be respected; international standards will evolve, encouraged by increasing international investment.

J

Jacobs, Michael T., Break the Wall Street Rule: Outperform the Stock Market with Relationship Investing Addison-Wesley, 1993. This important guide for the investor explains how to maximize returns by acting as an owner. Real gains come from what you do in that role. For a review, see Jacobs. Buy Break the Wall Street Rule in paperback now from Amazon.com or in hardback.

Jenkinson, Tim and C. P. Mayer, Hostile Takeovers: Defense, Attack, and Corporate Governance, McGraw-Hill, 1999.

K

Keasey, Kevin and Mike Wright (editors), Corporate Governance: Responsibilities, Risks and Remuneration, John Wiley & Sons, 1997. Reviews aspects of governance highlighted by the Cadbury committee. Includes empirical evidence on the voting behaviour of institutional investors, internal control and the management audit, the remuneration of the corporate board, board structures and qualifications in firms gaining quotation, audit committees, the performance of firms in relation to institutional ownership.

Kelso, Louis O. and Patricia Hetter Kelso, Democracy and Economic Power; Extending the ESOP Revolution, Ballinger Publishing, Cambridge Massachusetts, 1986. Extends Kelso's earlier work in two factor economics which led to development of employee stock ownership plans (ESOPs). Own this classic now in paperback or hardback. Kelso first set forth his idea in 1958 with Mortimer Adler in The Capitalist Manifesto.

Kleiner, Art art@well.com, The Age of Heretics: Heroes, Outlaws, and the Forerunners of Corporate Change, Doubleday, New York, 1996. For review, see Kleiner. Buy The Age of Heretics now from Amazon.com at a discount for $26.96!

Korten, David When Corporations Rule the World, Kumarian Press, West Hartford, Connecticut, 1995. Argues that many of the world's problems stem from the fact that multinational corporations, many of which are more powerful than nations, are fundamentally authoritarian and undemocratic. Korten calls for expanded authority for the United Nations in trade and economic regulation and a strengthening of local control. Buy it in paperback or hardback.

Kosnik, Rita D., Thomas A. Turk andSayan Chatterjee, Corporate Governance, South-Western College Publising, 1999. Part of the South-Western College Publishing Strategic Management Series.

Kohn, Alfie No Contest; The Case Against Competition, Houghton Mifflin Company, Boston, 1986. Reviews the broad body of psychological and sociological studies which show that people are happier, more secure and more productive when working cooperatively. Buy it now from Amazon.com. (see also Special to the Boston Globe)

Kohn, Alfie The Brighter Side of Human Nature, Basic Books, Inc, New York, 1990. Draws from hundreds of compelling studies in various disciplines to demonstrate that helping is as much a part of human nature as hurting. Implications for economic and motivational theory. Buy it now from Amazon.com.

Kohn, Alfie Punished by Rewards; The Trouble with Gold Stars, Incentive Plans, A's, Praise and Other Bribes, Houghton Mifflin Company, Boston, 1993. People resist being controlled. Incentive systems are frequently used as a substitute for giving workers what they need to do a good job. Our reliance on anthropomorphic studies of rats in learning laboratories has led to a ratamorphic society which has taken the intrinsic rewards out of work and learning. Buy it at a discount now. see also A Conversation with Alfie Kohn.

Kujaca, James A. The Trillion Dollar Promise, Irwin Professional Pub., Chicago,1996. Takes an inside look at corporate pension money, how its managed, and for whose benefit. Provides recommendations on how to safeguard funds. Buy it at now for less than $25.

L

Lajoux, Alexandra Reed The Art of M&A Integration: A Guide to Merging Resources, Processes, and Responsibilities McGraw-Hill, 1997. Buy it through our partnership with Amazon.com and get a discount. Lajoux authored the forthcoming The Art Of M & A: Due Diligence and coauthored the bestselling classic The Art of M&A Merger Acquisition Buyout Guide. She also edits Director's Monthly, a publication of the National Association of Corporate Directors. (see review)

Lajoux, Alexandra Reed and J. Fred Weston The Art of M&A Financing and Refinancing: Sources and Instruments for Growth, McGraw-Hill, 1999. (see review)

Landesman, Earl S., Corporate Financial Management: Strategies for Maximizing Shareholder Wealth, John Wiley & Sons, 1997. Groups corporate financial functions according to four major areas of influence: (1) Performance Management; (2) Financial Management; (3) Communications & External Relations; and (4) Finance Organization & Operations. Offers clear suggestions for reengineering the finance function.

Lorsch, J. W., and E. MacIver Pawns or Potentates: The Reality of America's Corporate Boards. Boston: Harvard Business School Press, 1989. I know its a classic in the field but I haven't gotten around to reading it yet. Buy this classic now and send me a copy please.

M

Mahoney, William, The Active Shareholder: Exercising Your Rights, Increasing Your Profits, and Minimizing Your Risks, John Wiley & Sons, 1993. Written for the individual investor. Know your rights. Reviews SEC regulations, profiles of companies that are and aren't shareholder responsive. Explains the proxy process resolution process. Resource guide to shareholder associations, sources of information on corporate earning patterns plus a state-by-state breakdown of shareholder laws is somewhat dated.

McCarthy, E. Dolye, MCCARTHY@murray.fordham.edu, Knowledge As Culture: The New Sociology of Knowledge, Routledge, New York, 1996. For a review, see McCarthy. Buy Knowledge As Culture in hardback or paperback.

Millstein, Ira M. (chair), Corporate Governance: Improving Competitiveness and Access to Capital in the OECD, OECD, 1998. Emphasizes that while corporate governance should remain primarily a private sector prerogative, governments have a distinct and important responsibility in providing a regulatory framework that allows investors and enterprises to adapt corporate governance practices to rapidly changing circumstances. The Advisory Group presents the perspectives that it believes should guide public policies related to corporate governance, suggests areas for private sector voluntary action and recommends further actions by the OECD to help articulate a set of common principles guiding national policy reviews and reforms.

Mitchell, Oliva S., Robert J. Myers, and Howard Young editors, Prospects for Social Security Reform, Pension Research Council of the Wharton School of the University of Pennsylvania, 1999. Even though annual administrative costs are only $3.7 billion, $26/worker, many see a need for revamping the System. The problem seems to stem primarily from longer life expectancy, transfers to those who did not pay in substantially during the startup phase and a failure of worker’s pay to rise significantly over the last two decades, among other reasons. Another is the context of a national shift of private pension funds from defined benefit to defined contribution plans. The options discussed are primarily a combination of raising retirement age, taxing benefits and/or employer/employee payroll at a higher rate and allocating (through various mechanisms) a proportion of the reserves or contributions to the equity market.

While the book provides an excellent background and a good assessment of likely options, it glossed over some considered politically unfeasible but which might be popular among the voters – for example, removing the cap on Social Security wages. It is clear the financial markets are dying to get their hands on the money. At the same time, most in the investment community don’t want to create another board like CalPERS, which is active in corporate governance. Spinning out a portion to something like a defined contribution plan seems almost inevitable but is likely to result in higher administrative costs.

Mokhiber, Russell and Robert Weissman, Corporate Predators: The Hunt for Mega-Profits and the Attack on Democracy, Common Courage Press, 1999. Hardback. The editors of the Corporate Crime Reporter and the Multinational Monitor team up to provide a series of their weekly articles that target the need for reforms, if not revolution, concerning many business practices.

From corporate crime and the impact of lobbyists on government, to merger mania and union busting, their coverage is wide-ranging and insightful. One brief article, for example, compares Robert Monks with fellow Mainer Carolyn Chute. Monks is described as a corporate reformer who believes that shareholders should determine the corporation’s destiny. He calls for long-term corporate life (as opposed to unlimited life), appropriate size (vs unlimited size), balanced power and accountability to long-term owners. Chute is described as an "abolitionist" who wants corporations out of politics and out of influencing government. With reference to Monks’ latest book, Chute says if the corporate elite wants to patch up the barn "they might as well read Robert’s book to get some helpful renovating ideas." More likely, she indicates, "We, the People are going to come in the middle of the night with a can of gasoline in every hand and one fat match."

Mokhiber and Weissman provide plenty of potential fuel for the fire with their insightful discussions on corporate chartering, democracy for sale, and Constitutional abuses. Unlike many, they name names and reference credible sources. Unless the dangers of corporate dominance are addressed, we can expect books such as Corporate Predators to become very popular during the next economic downturn. Read it now and not only avoid the rush, avoid the dangers they point to so well.

Monks, Robert A.G., The Emperor's Nightingale; Restoring the Integrity of the Corporation in the Age of Shareholder Activism, Addison-Wesley, 1998. Buy it through our partnership with Amazon.com and support the work of the Corporate Governance network. For review, see Monks.

Monks, Robert A.G. and Nell Minow, Watching the Watchers: Corporate Governance in the 21st Century, Blackwell Publishers, 1996. For review, see Monks. Buy it here.

Monks, Robert A.G. and Nell Minow, Power and Accountability, (USA: HaprerCollins Publishers) 1991. The quote from the authors on the cover of the book summarizes the problem they address: "Corporations determine far more than any other institution the air we breathe, the quality of the water we drink, even where we live. Yet they are not accountable to anyone."

Monks, Robert A.G. and Nell Minow, Corporate Governance, (Blackwell Publishers, Cambridge MA) 1995. First comprehensive textbook in the field of corporate governance...includes many case studies. An invaluable resource. Buy this textbook now before it becomes a hard to find classic.

Mueller, Robert K., Anchoring Points for Corporate Directors, Greenwood Publishing Group, 1996. Guide for directors to providing service and understanding their complex responsibilities.

Mulford, Charles and Eugene Comiskey, The Financial Numbers Game. Timing is everything. Months ago Enron was the country's seventh largest company, in terms of revenue. As this book is released, Enron has all but vanished, amid revelations of questionable accounting practices that allowed it to overstate profits, while dodging taxes. They did it, in part, by keeping billions in debt off the books through partnerships. The authors help you understand and identify:

• premature or fictitious revenue
• aggressive capitalization and extended amortization policies
• misreported assets and liabilities
• creative income statements
• problems with cash flow reporting

Earnings management can fall within or beyond the boundaries of generally accepted accounting principles. Key targets of a recent SEC campaign were big-bath charges, creative acquisition accounting, cookie jar reserves, materiality judgments and revenue recognition practices. Statistical research shows that such practices are not uncommon, given the rarity off small losses and small declines in profits, as well as the large numbers of consensus forecasts that either just meet of barely exceed consensus forecasts. Professional reaction to these practices is discussed.

The book also highlights many of the creative ways of presenting income statements, "the premier playground for those who engage in the financial numbers game" and cash flow reporting. A great reference book for board members (especially audit comittee members), fund fiduciaries, regulators and others. Includes helpful glossaries and references for each discrete chapter.

N

Nickell, Stephen, The Performance of Companies: The Relationship Between the External Environment, Management Strategies and Corporate Performance, Blackwell, 1995. Examines how the external environment influences company performance by focusing on ownership, corporate governance and the financial environment; the product market and the intensity of competition; and the labor market environment. Management strategy is divided into organization and diversity, investment, and human resources and the organization of production. Buy it.

Novak, Michael The Future of the Corporation, The Fire of Invention, the Fuel of Interest, and On Corporate Governance, The AEI Press, Washington, DC, 1996, 1996 and 1997. (see Novak for information on the author and a review)

O

O'Barr, William M. mack@acpub.duke.edu and John M. Conley JMCONLEY@EMAIL.UNC.EDU, Fortune and Folly: The Wealth and Power of Institutional Investing, Business One Irwin, Homewood, Illinois, 1992. An anthropological look at the culture of institutional investors who hold well over half the stock in America's largest companies. Personal relationships appear more important than performance and the most pervasive cultural theme was found to be the need to manage responsibility and blame. Fund executives are moving from confrontation to negotiation to reduce the risks which come with publicity. You can own this classic.

O'Brien, William J., The Soul of Corporate Leadership: Guidelines for Values-Centered Governance, Pegasus Communications, 1998.

P

Parkinson, John, Corporate Power and Responsibility,Clarendon Press, Oxford, 1995. Corporate social decision-making must be exercised for interests which extend beyond the companies owners. Buy it in paperback or hardback.

Pateman, Carol Participation and Democratic Theory, Cambridge University Press, New York, 1970. Cites studies supporting the notion that experiences of participation in the workplace lead to political efficacy. You can own this classic.

Plender, John A Stake in the Future: The Stakeholding Solution, Nicholas Brealey Publishing, 1997.

Pinto, Arthur R. (Editor), et al, The Legal Basis of Corporate Governance in Publicly Held Corporations: A Comparative Approach (Studies in Comparative Corporate and Financial Law), Kluwer Academic Pub, 1998. Comparison of the applicability of different corporate law systems to corporate governance and their impact. The topics covered include shareholders' rights, role of the annual general meeting, structure of the board of directors, rights of disclosure, role of auditors, voting systems, fiduciary duties and methods of enforcement. This book is the result of a project sponsored by Ceradi-Luiss Guido Carli, Rome and by the Brooklyn Law School Center for the Study of International Business Law.

Q

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Rappaport, Alfred, Creating Shareholder Value: A Guide for Managers and Investors, Free Press, 1997. Argues that management's primary responsibility is to company shareholders. Updated edition includes sections on M&A, corporate downsizing, the social responsibilities and implementing a shareholder value system.

Renton, Nick ner@melbpc.org.au, Company Directors: Masters or Servants? Wrightbooks Pty Ltd., Victoria, Australia, 1994, Telephone (03) 596 4262. For review, see Renton.

Rodrick, Scott, 2000 Employee Stock Ownership Plans: A Practical Guide to Esops and Other Broad Ownership Plans, Harcourt Brace Professional Pub., 1999.

Roe, Mark J. mroe@lawmail.law.columbia.edu Strong Managers, Weak Owners: The Political Roots of American Corporate Finance, Princeton University Press, Princeton, N.J., 1994. Roe reviews the evolution of law impacting the rights of institutional investors. He shows that political constraints influenced the structure of the corporation and the roles available to institutional investors in corporate governance. He provides brief comparisions between US, Germany and Japan. I can't do this book justice with a review until I have more time. At this point, I'll just say that it is brilliant and will stir a lot of thought. Read what everyone is talking about in paperback or hardback.

Romano, Roberta Foundations of Corporate Law, (Oxford University Press, New York) 1993. This is a reader consisting of several articles which provide a good introduction to legal terms used in corporate governance articles. You can buy it here .

Root, Steven J., Beyond Coso: International Control to Enhance Corporate Governance, John Wiley & Sons, 1998. Focus on internal controls.

Rosen,Corey, Katherine J. Klein and Karen M. Young, Employee Ownership in America: The Equity Solution, Lexington Books, Lexington Massachusetts, 1986. Reports the results of studies on the elements of success in employee ownership. Companies with a strong commitment to ownership, determined leadership, and innovative ways of involving employees in the company - combined with large contributions to employee ownership plans provided the incentives which led to success.

Rosen,Corey, and Karen M. Young, editors, Understanding Employee Ownership, Cornell University, Ithaca, 1991. Provides a broad overview of the history, theory, and prospects for employee ownership. You can buy it here from Amazon.com in paperback or hardback.

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SRI World Group, Inc. Sustainable and Responsible Investment Strategies: A Guide for Fiduciaries and Institutional Investors (10/2001) is a must read for every director who has been challenged by colleagues, when attempting to consider sustainability in stock picking and when exercising care and judgment as a shareowner. The book is divided into four chapters covering the terms and strategies of sustainable investing, fiduciary responsibilities, performance, how to implement the strategies right for your organization. Appendices include decision trees, profiles of institutions, financial performance graphs of several mutual funds, guidance documents from the US Department of Labor, sample shareholder resolutions, an extensive list of institutions and their strategies, policy guidelines and timetable of important historical events.

Sametz, Arnold W. and James L. Bicksler (Editors), The Battle for Corporate Control: Shareholder Rights, Stakeholder Interests and Managerial Responsibilities ,

Sciulli, David, Corporations Vs. the Court: Private Power, Public Interests (Power and Social Change--Studies in Political Sociology), Lynne Rienner Publishers, 1998.

Sherman, Hugh and Rajeswararao Chaganti, Corporate Governance and the Timeliness of Change, Quorum Books, 1998. The first book to focus on time as an element in corporate restructuring. Authors look at 100 American firms; half in stable industries, half in volatile ones. They successfully explain why some corporations were able to initate restructuring quickly while others took years to respond.

Shiller, Robert J. The Report of the Twentieth Century Fund Task Force on Market Speculation and Corporate Governance: Who's Minding the Store, Twentieth Century Fund Press, 1992.

Sifonis, John G. and Beverly Goldberg, Corporation on a Tightrope: Balancing Leadership, Governance, and Technology in an Age of Complexity, Oxford Univ Pr ess, 1996. Corporations need to become complex adaptive systems. Draws from complexity theory.

Schwartz, George P. Shareholder Rebellion, Irwin Professional Publishing, 1995. The book's conversational style slides down like free apple pie on the 4th of July. Schwartz chronicles the emerging power of shareholders over management using his own personal experiences. Amazon.com has it now.

Sifonis, John G. and Beverly Goldberg Corporation on a Tightrope: Balancing Leadership, Governance, and Technology in an Age of Complexity, Oxford University Press, 1996. The "tightrope" is between order and chaos where opportunities for growth are found by flexible organizations capable of self-renewal. The authors advocate a set of seven principles: setting ethical standards and not deviating from them, putting in place a social contract, ensuring leadership at all levels, being innovative, regoverning instead of restructuring, ensuring connectivity, and being lean without losing core competencies. Amazon.com has it now

Smalhout, James H. The Uncertain Retirement, Irwin Professional Publishing, 1996. Argues that millions of Americans will never get their money's worth from their pensions as a result of routine job changes or due to inflation. We can sell it to you now.

Stack, Jack The Great Game of Business, Currency/Doubleday, 1994. The CEO of the Springfield Remanufacturing Corporation, in Springfield, Missouri explains how he developed "open book" management by applying principals of athletic competition and democracy. In turning his company around, Stack found that the more the employees understood about the "business" of the company, the more they wanted to know. "If you're going to play a game, you have to understand what it means to win. When you show people the Big Picture, you define winning." Through open book management and an ESOP, Stack gave his employees the tools and the incentive to think and act like owners; the long term goals of company and employees came into alignment.

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Talner, Lauren, Origins of Shareholder Activism, Investor Responsibility Research Center, 1983.

Tam, Kit, The Development of Corporate Governance in China, Edward Elgar Pub., 1999. Reviews corporate governance frameworks in industrialized countries and assesses their applicability to China. Concludes with suggestions for a model of corporate governance in China.

Tricker, R. Ian (Editor) Corporate Governance (History of Management Thought), Ashgate Publishing Company; 1999.

Tricker, R.I. (Bob), Pocket Director, The Economist Books, 1998. As the editor of Corporate Governance, the internet site, I frequently get requests from new directors who are looking for a practical guide to help them meet the most challenging task in the modern corporate world, how to improve their effectiveness and that of their board. What single book will explain their duties, describe needed core competencies, evaluation practices and inform them of fundamental debates in corporate governance? The Pocket Director not only deals with these issues, it also includes an A-Z dictionary of the field's most important ideas and concepts, a list of best practices, proforma charters, sources of information and recommendation for further reading.

The most amazing feature of the Pocket Director is its universal relevance for directors in every situation, from nonprofits and family firms to public corporations in locations as varied as Afghanistan, Zimbabwe and the United States. As the editor of Corporate Governance - An International Review, Bob Tricker is uniquely qualified to provide examples common to most directors but explained in terms specific to the cultural circumstances of individual countries. Frankly, I wouldn't have thought it possible, especially in a slim volume not much larger than a checkbook. The Pocket Director should be the first book in any corporate governance library. Buy it now at a discount!

Tricker, Robert I. Corporate Governance, Gower Press, Aldershot, England 1984. Based on research by the Corporate Policy Group at Nuffield College Oxford, between 1979 and 1983, this book was one of the first to identify the importance of the governance of the modern corporation, which it differentiated from management. The research reviewed the governance of both public and private companies and focused particularly on governance issues surrounding companies in groups (subordinate companies). Predominantly based on UK data, the work compared governance practices in American and Contintal Europan companies. Alternative governance processes were suggested for the future.

Tricker, Robert I. International Corporate Governance, Prentice Hall, Singapore, 1995. Primarily designed as an MBA book of readings covering basic ideas, concepts, frameworks and theories; cases provide means for exploring the issues in practice in different types of entity and different countries (cases from U.S., Canada, Mexico, Sweden, France, Germany, UK, Japan, Hong Kong, Singapore, Australia). Provides a rich selection from the Far East, devotes attention to family firms and non-profit organizations as well as public companies and complex groups, and addresses how to improve board effectiveness and likely future directions. The classic from an international perspective. Buy it now.

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Useem, Michael, Investor Capitalism: How Money Managers are Changing the Face of Corporate America, BasicBooks, 1996. For review, see Useem. Buy Investor Capitalism now from Amazon.com at a discount!

Useem, Michael, Executive Defense: Shareholder Power and Corporate Reorganization, Cambridge, MA: Harvard University Press, 1993. Useem conducted interviews with 7 large corporations and used a wealth of secondary sources to document the increase in power of institutional investors. Useem argues that as a result, corporations have reorganized to place increased emphasis on shareholder value (although without a clear means to measure their own contribution), increase their own compensation through one-sided incentives, and defeat shareholder proposals and attempts to increase shareholder influence. Increasing ownership concentration by pension funds, insurance companies, money managers, and commercial banks has caused companies to focus more attention on shareholders; corporate political agendas have shifted from fighting government regulation to resisting shareholder intrusion. Buy Executive Defense now from Amazon.com at a discount!

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Van Den Berghe, L. and Liesbeth De Ridder, International Standardisation of Good Corporate Governance: Best Practices for the Board of Directors, Kluwer Academic Pub., 1999.

Vanek, Jaroslav jv19@cornell.edu The General Theory of Labor-Managed Market Economies, Cornell University Press, Ithaca, 1970. Develops a formal economic theory of labor-managed economies.

Vanek, Jaroslav jv19@cornell.edu The Participatory Economy, Cornell University Press, Ithaca, 1971. Vanek sets forth, in more easily understood terms, why a participatory economy has greater efficiencies. Buy this classic!

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Ward, Ralph, Improving Corporate Boards : The Boardroom Insider Guidebook
One of the most frequent requests from readers of CorpGov.Net is for a book on how to improve their board. Finally I can recommend a book that doesn't read like a dry academic text and is built on real life examples. Ward presents a clear guide to solving the most common problems facing boards. Each chapter provides a concise overview of a problem or focus area, several real life examples, internet resources, advice from various experts and a checklist summary. CalPERS should consider sending Mr. Ward's book to each board member of the companies on its focus list.

Weston, J. Fred, Kwang S. Chung and Juan A. Siu, Takeovers, Restructuring and Corporate Governance, Prentice Hall, 1998. Includes 38 important recent case studies with a focus on corporate mergers, acquisitions, takeovers and restructuring.

Williamson, Oliver E., The Mechanisms of Governance, Oxford University Press, 1996. Argues the importance of governance vs production. Examines how simple contracts give way to complex contracts and how internal organization changes as a result.

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