Corporate Governance

Contents: Introduction; Part I The Purpose of the Corporation: Corporate powers as powers in trust, A.A. Berle Jr; For whom are corporate managers trustees?, E. Merrick Dodd Jr; The end of history for corporate law, Henry Hansman and Reinier Kraakman; Our schizophrenic conception of the business corporation, William T. Allen. Part II The Board of Directors: Legal models of management structure in the modern corporation: officers, directors, and accountants, Melvin Aron Eisenberg; A team production theory of corporate law, Margaret M. Blair and Lynn A. Stout; Director primacy: the means and ends of corporate governance, Stephen M. Bainbridge. Part III Shareholders: Shareholders as proxies: the contours of shareholder democracy, Dalia Tsuk Mitchell; Hedge funds in corporate governance and corporate control, Marcel Kahan and Edward B. Rock; Sovereign wealth funds and corporate governance: a minimalist response to the new mercantilism, Ronald J. Gilson and Curtis J. Milhaupt. Part IV A Look at the Future?: Corporate governance in China: then and now, Cindy A. Schipani and Junhai Liu; Name index.