Archive | Book-Paper Reviews

Reviews of books and significant research papers.

Conservative TV

Conservative TV and Corporate Social Responsibility

Conservative TV and Corporate Social Responsibility. Again, public opinion is the driver. A 2017 Pew Research Center study found that 37% of Americans get their news from local television news. Only 28% get their news from cable TV, while 26% tune into network news. Sinclair Broadcasting expands by acquiring those trusted local TV stations and […]

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BRT's Stakeholder Capitalism

BRT’s Stakeholder Capitalism

BRT’s Stakeholder Capitalism Exposed Lucian Bebchuk and Roberto Tallarita recently published an op-ed in the Wall Street Journal, ‘Stakeholder’ Capitalism Seems Mostly for Show. “If CEOs really intended to amend their companies’ purpose, they’d at least consult their boards first.” In an email with a link to the op-ed and the study upon which it is based, Bebchuk […]

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Shareholder-Driven Stakeholderism

Shareholder-Driven Stakeholderism

Shareholder-Driven Stakeholderism (U of Chicago) by Cathy Hwang and Yaron Nili argues the Business Roundtable Statement of the Purpose of a Corporation should be seen as another way to entrench management, instead of disarming greedy profit-driven shareholders. Analysis of data, drawn from companies in the S&P 1500, found shareholders, not management, “have been the driving force behind […]

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Giant Shadow of Corporate Gadflies

The Giant Shadow of Corporate Gadflies

The Giant Shadow of Corporate Gadflies, by Yaron Nili and Kobi Kastiel, (download at SSRN) is one of the more objective reviews of the recent influence of “gadflies” on corporate governance in America. It might have been even better if the authors had discussed their work with the subjects of their study – the gadflies. (Disclosure: […]

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Redesigning Corporations - Nicholas Benes 

Redesigning Corporations: Incentives Matter

Redesigning Corporations: Incentives Matter (link) by Nicholas Benes is undoubtedly one of the most important corporate governance articles of 2020. Benes goes straight to the heart of irresponsible capitalism by addressing the unintended consequences of limited liability. A small tax on each trade of each company, refundable in 5 years if the company doesn’t declare bankruptcy, […]

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Henderson - Reimaging Capitalism in a World on Fire

Henderson – Reimagining Capitalism in a World on Fire

Rebecca Henderson, Reimagining Capitalism in a World on Fire points to the real need for reform and offers several suggested improvements, primarily the need to focus on purpose. (link to Amazon) I review her book below and offer my own four cents of advice. Today (6/24/2020) Rethinking Capitalism: A fireside conversation with Rebecca Henderson and Ioannis Ioannou […]

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Lazonick rebuttal

Lazonick Comments on Review of Predatory Value Extraction

The following extensive comments were submitted by William Lazonick, president of the Academic-Industry Research Network and UMass professor of economics emeritus, in response to my review of Predatory Value Extraction. This is dialogue a reviewer can only dream of, especially after already recieving a response from co-auther Jang-Sup Shin. More such exchanges with Shin, Lazonick, and others interested in […]

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The Rhetoric and Reality of Shareholder Democracy

The Rhetoric and Reality of Shareholder Democracy

The Rhetoric and Reality of Shareholder Democracy was submitted by Jang-Sup Shin for publication in response to my post Predatory Value Extraction, a review of the book of that title by Professors Shin and Lazonick. Comments on The Rhetoric and Reality of Shareholder Democracy are invited in the box below. (more…)

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Predatory Value Extraction

Predatory Value Extraction

Predatory Value Extraction: How the Looting of the Business Corporation Became the US Norm and How Sustainable Prosperity Can Be Restored (Kindle/Hardcover), by William Lazonick and Jang-Sup Shin, chronicles how agency theory and ‘maximizing shareholder value’ (MSV) led to looting of publicly traded companies. As many of us sit home waiting out the COVID-19 pandemic, […]

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More Beta: Modernizing Modern Portfolio Theory

More Beta: 21st Century Portfolio Theory

More beta is what investors should focus on order to increase long-term returns, argue Jim Hawley and Jon Lukomnik in their paper, The Long and Short of It: Are We Asking the Right Questions? – Modern Portfolio Theory and Time Horizons (download). That has also been the objective of Corporate Governance (CorpGov.net) since 1995. I […]

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The Making of a Democratic Economy

The Making of a Democratic Economy: Review Essay

The Making of a Democratic Economy: How to Build Prosperity for the Many, Not the Few by Marjorie Kelly, Ted Howard, Naomi Klein (Foreword). Buy the book. As Naomi Klein notes in the Forward, We need to know what we are for as well as what we’re against… It’s not enough to imagine that another world is […]

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Phelps Mass-Flourishing-cover

Phelps’ Mass Flourishing Reviewed

Phelps’ Mass Flourishing: How Grassroots Innovation Created Jobs, Challenge, and Change by Edmund S. Phelps. Important issues are discussed but the typology, especially the characterization and treatment of corporatism, is problematic. (more…)

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Tepper - Myth of Capitalism

Tepper’s Myth of Capitalism reviewed

Tepper begins his book (with Hearn) by recounting United Airlines forcibly removing paying passenger Dr. David Dao, a Vietnamese-American pulmonologist, from an overbooked plane. The video of him going unconscious and bloody went viral. United’s CEO initially blamed the passenger for resisting but later settled. Jonathan Tepper and Denise Hearn fail to mention Dr. Dao suffered a broken nose, loss […]

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Charles Schwab on cover of Invested

Schwab: Invested

Charles Schwab chronicles the history of his namesake firm in Invested: Changing Forever the Way Americans Invest. I knew he led a technological revolution and was among the first to slash prices. From A Nation of Small Shareholders, I also knew Schwab was on a long-term mission to have every American share in our growing […]

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The Age of Living Machines

The Age of Living Machines

The Age of Living Machines: How Biology Will Build the Next Technology Revolution by Susan Hockfield provides a quick read of what is on the horizon. The former president of MIT believes the convergence of biology and engineering  will be as transformative as the previous convergence of physics and engineering. (more…)

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We Three Kings - Caleb Griffin

We Three Kings: Sharetopia

We Three Kings: Disintermediating Voting at the Index Fund Giants (download at SSRN) by Caleb N. Griffin provides insight as to how investors could influence the Big Three index funds — BlackRock, Vanguard and State Street, as those funds exercise increasing power over the economy. Like me, Griffin is interested in extending democracy to corporate […]

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American Values

Internet Will Drive Public Opinion and Proxy Voting to Reflect American Values

American values were recognized as at risk in 1932 when Adolf Berle and Gardiner Means argued that with dispersed shareholders, ownership has been separated from their control. (The Modern Corporation and Private Property) Ironically, concentration of equities under the umbrella of three or four indexed funds presents an opportunity to end that divide and make companies […]

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David Webber & Doug Chia

David Webber Interviewed by Doug Chia: Video

David Webber was interviewed by Doug Chia recently. I previously reviewed Webber’s book elsewhere, Working-Class Shareholder: Review Essay, which included links to several interviews. However, Doug Chia’s interview of David Weber is exceptionally good, worth viewing. Douglas (Doug) Chia is executive director of the Governance Center for The Conference Board. (more…)

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Shareholder Collaboration

Shareholder Collaboration

Shareholder Collaboration is a new ECGI working paper by Jill Fisch and Simone M. Sepe. Fisch is one of my favorite researchers, being insightful and less predictable than many of those in the primary academic hubs of corporate governance (Harvard, Stanford, and Delaware). In Shareholder Collaboration, the authors discuss the growing importance of a collaborative […]

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Rise of the Working-Class Shareholder

Working-Class Shareholder: Review Essay

The Rise of the Working-Class Shareholder: Labor’s Last Best Weapon by David Webber is sure to get readers thinking (purchase). For far too long, labor and its progressive sympathizers have sought to transform the market from outside the market: from courts, from legislatures, from regulators, from street protests, from strikes. These tools are important. But […]

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A nation of small shareholders - Traflet

A Nation of Small Shareholders: Review Essay

A Nation of Small Shareholders: Marketing Wall Street after World War II (Studies in Industry and Society) by Janice M. Traflet  (link to buy) explains how an ad campaign began to transform American finance. With all the current focus on Main Street investors, A Nation of Small Shareholders could be revisited and transformed to include […]

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Earning It - Lublin

Earning It: Lublin @ Corporate Directors Forum

Earning It: Introductory Notes Joann Lublin gave the opening keynote at the recent  Corporate Directors Forum 2018 in San Diego. She spoke largely about her new book, Earning It: Hard-Won Lessons from Trailblazing Women at the Top of the Business World. This year the Forum had an overall theme, “How Culture Impacts the Boardroom and Beyond.” Corporate […]

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Standing Voting Instructions Ban Suppresses Retail Vote

Standing Voting Instructions: Reviewed

Standing Voting Instructions: Empowering the Excluded Retail Investor by Jill E Fisch just could be the most important article on corporate governance this year… if it is widely read and acted on. Download at ecgi, Penn Law or SSRN. The above photo is from Small Investors Support the Boards. But Few of Them Vote, The New York […]

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The Storm Before the Storm

The Storm Before the Storm: Reviewed

The Storm Before the Storm: The Beginning of the End of the Roman Republic by Mike Duncan reviewed from something of a corporate governance perspective. The final victory over Carthage in the Punic Wars led to rising economic inequality, dislocation of traditional ways of life, increasing political polarization, the breakdown of unspoken rules of political conduct, the […]

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The Ascendancy of Finance

Ascendancy of Finance – Reviewed

The Ascendancy of Finance (link) by Joseph Vogl, explains the dramatic transfer of power to  the financial sector that occurred over centuries but accelerated during the recent financial crisis. Traditionally, markets limited state power and were, in turn, restrained by the nation states. As Vogel notes, “In this theoretical myth, spaces of freedom are weighed against concerns […]

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The CEO Pay Machine (cover)

CEO Pay Machine Destroying America

The CEO Pay Machine: How it Trashes America and How to Stop it (Amazon) by Steven Clifford should be mandatory reading for all compensation committees and those who vote proxies for large funds. The book is easily read and understood by the layperson. It also includes the fact-based evidence needed to convince fiduciaries that voting against […]

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Capitalists Arise - Monthly Surplus

Capitalists Arise!: Serve Stakeholders

Peter Georgescu’s Capitalists Arise!: End Economic Inequality, Grow the Middle Class, Heal the Nation correctly identifies short-termism and a focus on stock price as a problem contributing to growing wealth inequality. His solutions depend on enlightened managers and boards to transform how America does business by taking all stakeholders into account, not just shareholders. I say, don’t […]

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Why Grow Up? between what is and what ought to be

What Ought to Be: Why Grow Up?

According to Susan Neiman, the most important distinction in the world is the difference between what is and what ought to be. Recognizing that distinction is central to the process of growing up. (Why Grow Up?: Subversive Thoughts for an Infantile Age) You need not be Peter Pan to feel uneasy about the prospect of […]

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Scale: The Universal Laws of Growth, Innovation, Sustainability, and the Pace of Life in Organisms, Cities, Economies, and Companies

Scale: Corporate Governance Perspective

Scale: The Universal Laws of Growth, Innovation, Sustainability, and the Pace of Life in Organisms, Cities, Economies, and Companies is about big data and takes a big time commitment to read. Scale is neither poetry or a novel. It is primarily information and speculation. 450 pages could have been distilled to 45. That said, this slog […]

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The Shareholder Action Guide

The Shareholder Action Guide

This could be the most important book you will read in 2017, For more than twenty years, I have been posting to corpgov.net, thinking I should write a book. The closest I got was The Individual’s Role in Driving Corporate Governance, a chapter in The Handbook of Board Governance. Now it is too late. Andrew Behar has […]

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