Corporate Governance: Understanding the Board-Management Relationship

This book presents an economics-based legal and business perspective of essential elements of organization governance. The authors share their wisdom and experience by providing a unique and focused perspective to help you evaluate and understand the actions of directors and officers and their implications for corporate executives, legal counsel, business managers, stockholders, and consumers.

By providing essential guidance to develop a comprehensive, strategic view of organizational responsibilities, this guide:

• Outlines economic fundamentals and specific legal issues underlying organization governance
• Discusses the need for a shift from a governance structure based on tone at the top to a structure based on substantive checks and balances
• Examines information gaps often facing boards and board committees
• Drills into the monitoring of cash flows, the responsibilities of the board, the CLO, the CFO, and others
• Addresses an organization’s intellectual capital and the requirements for board and management action and interaction
• Looks ahead when reviewing current issues such as ESG investing and the evolution of governance responsibilities
• Provides the reader with a firm grasp of the developments of corporate governance and what it means for prosecuting or defending corporate litigation arising from governance issues