Corporate Governance Matters

The Definitive Guide to High-Performance Corporate Governance

Fully updated to reflect the latest research, trends, and regulations, Corporate Governance Matters, Fourth Edition, is the definitive resource for anyone seeking to improve corporate governance practices--from directors and institutional investors to policymakers and researchers. This edition offers comprehensive, objective insights grounded in rigorous analysis and real-world examples, covering new discussions on ESG ratings, stakeholder interests, CEO behavior, and artificial intelligence.

David Larcker and Brian Tayan examine today's most pressing governance challenges, including board effectiveness, shareholder activism, organizational risk, and systemic breakdowns. Their empirical, non-ideological approach helps readers understand the impact of governance structures and processes on organizational performance, equipping them to make informed decisions in an increasingly complex environment.

Extensively revised coverage of:

• International corporate governance
• Compensation, equity ownership, incentives, and the labor market for CEOs
• Optimal board structure, tradeoffs, and consequences
• Governance, organizational strategy, business models, and risk management
• Succession planning
• Alternative corporate governance structures, including family controlled businesses, nonprofits, private equity, and venture capital
• Financial reporting and external audit
• The market for corporate control
• Roles of institutional and activist shareholders
• Governance ratings, and more

Features:

• Objectively and fully addresses every component of governance, with no axe to grind: explains what's known and what isn't, helping leaders make better choices in the face of uncertainty
• Brings together new academic research, updated examples and statistics, and a complete decision-making framework
• Includes expanded discussions of environmental and social issues in governance, board effectiveness, CEO succession and compensation, cyber risk, and shareholder activism

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David Larcker is James Irvin Miller Professor of Accounting at Stanford Graduate School of Business; Director of the Corporate Governance Research Initiative; and Senior Faculty, Arthur and Toni Rembe Rock Center for Corporate Governance. David's research focuses on executive compensation, corporate governance, and managerial accounting. He has published many research papers and is frequently quoted in both the popular and business press. He received his BS and MS in engineering from the University of Missouri-Rolla and his PhD in business from the University of Kansas. He previously was on the faculty of the Kellogg Graduate School of Management at Northwestern University and The Wharton School at the University of Pennsylvania. Professor Larcker presently serves on the Board of Trustees for the Wells Fargo Advantage Funds.

Brian Tayan is a member of the Corporate Governance Research Program at the Stanford Graduate School of Business. He has written broadly on the subject of corporate governance, including boards of directors, succession planning, executive compensation, financial accounting, and shareholder relations. Previously, he worked as a financial analyst at Stanford University's Office of the CEO and as an investment associate at UBS Private Wealth Management. He has actively managed a private investment partnership since 2006, specializing in long-term, conservative growth through equity investments. Tayan received his MBA from the Stanford Graduate School of Business and his BA from Princeton University.