Corporate Governance

Foreword. Acknowledgments. PART 1: INTRODUCTION. Chapter 1: Corporate governance - beyond the scandals andbuzzwords. 1.1. Every company has a corporate governance. 1.2. The history of corporate governance - a tale of crime andcrises. 1.4. Basic corporate governance institutions. 1.5. The shaping factors of corporate governance. 1.8. Typical dilemmas for the board. 1.9. Corporate Governance and financial performance. 1.10 Where does Corporate Governance add specificallyvalue?. 1.11. The contingent role of boards. 1.12. Case study: Developing Corporate Governance at HighflyLogistics Software - but how?. 1.13. Case study: Did Corporate Governance fail atSwissair?. 1.14. Case study: ABB - Corporate Governance during aturnaround. Chapter 2: International Corporate Governance - similaritiesacross systems. 2.1. Do international differences matter?. 2.2. Case study: DaimlerChrysler - Corporate Governance dynamicsin a global company. PART 2: BOARDS' INTERNAL DYNAMICS. Chapter 3: Information demand and supply for changing Boardroles. 3.1. Do new board roles require different information. 3.2. Case study: Conflicts of interests at the Board of KhanAG. 3.3. Case study: ICM: When hidden agendas enter the Board room(A). 3.4. Case study: ICM: Hidden agendas in the board room (B). Chapter 4: Navigating through typical conflictpatterns. 4.1. Are tensions and clashes normal. 4.2. Case study: War at the helm of Elicor. 4.3. Case study: Cobra vs. Commerzbank: Can investors raid theirown company. Chapter 5: Codes of conduct - the value added beyondcompliance. 5.1. Codes of conduct as a panacea. 5.2. Case study: Boeing hits turbulence: is it worth losing asuccessful CEO for a Code of Conduct. 5.3. Case study: Codes of conduct at ConnectU2: Adding value,cost or nothing at all. Chapter 6: Board evaluation. PART 3: CORPORATE GOVERNANCE IN SPECIFIC CONTEXTS. Chapter 7: Corporate Governance dynamics in M&A. 7.1. Why governance as usual is not an option in M&A. 7.2. Case study: The DaimerChrysler merger: The involvement ofthe boards. 7.3. Case study: DaimlerChrysler Board: after the deal isdone. Chapter 8: Corporate Governance in and withsubsidiaries. 8.1. Tension fields and central issues. 8.2. Case study: Pharmagroup Int. and fluvera: when subsidiarygovernance means losing competitive ground. Chapter 9: Corporate Governance in developed versus emergingmarkets. 9.1. The wild, wild East? The wild, wild South. 9.2. Case study: China Prime - Corporate Governance with Chinesetraits. 9.3. Case study: Compania Unidas de Argentina: fight for yourright or vote with your teeth. 9.4. Case study: Starting from scratch: Corporate Governance atSouth East bank Europe. Chapter 10: Responsibilities in alternative forms ofgovernance. 10.1. Differences in non-profit organizations. 10.2. Case study: WWF International - A truly world wideorganization. PART 4: CORPORATE GOVERNANCE IN SPECIAL OWNERSHIPSITUATIONS. Chapter 11: Corporate Governance in familybusinesses. 11.1. Good news for family firms. 11.2. Case study: Bata shoes organization. Chapter 12: Corporate Governance dilemmas in private equitycompanies. 12.1. Corporate Governance in private equity firms: can it addvalue. 12.2. Case study: Automotive Machine Tool GmbH&CoKG: Fromailing Family Business to accelerating Private Equity. 12.3. Case study: Biocast - Welcome to the board. I knew yourthree predecessors well. 12.4. Case study: Asian Car Part holding: sold without theknowledge of the board. Part 5: Conclusion. About the authors.