corporate governance

Are Chief Executives Overpaid?
by Deborah Hargreaves
Published 29 Nov 2018

Governments in recent times have tended to steer clear of too much regulation of big business, and most of the rules applying to the way companies are run are loosely bracketed under the term ‘corporate governance’. Corporate governance in the UK is non-binding, but applied on a ‘comply or explain’ basis, which means that you follow the guidelines and if you don’t, you explain to your shareholders why not. In the US, the rules are more legalistic, but there are fewer of them and shareholders advise companies on governance standards. A corporate scandal will often prompt a kneejerk reaction by ministers – in the UK this takes the form of a corporate governance review by a member of the business elite, introducing a revised set of guidelines.

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His package was – by today’s standards – a modest £475,000, but the company was newly-privatized and making staff redundant, and it had generated a lot of public anger. A classic response to public anger in the UK was to commission a corporate governance review of company practices by a member of the great and the good. These followed hot on the heels of each other in the 1990s, starting with Sir Adrian Cadbury in 1992. The problem with these corporate governance reforms was that they tried to establish best practice and were not binding. Also, they shied away from anything radical, not surprisingly given that they were usually run by a corporate heavyweight who did not want to rock the boat.

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The onus would then be on the new institutions to establish some clear guidelines that could be enforced and entrenched without relying on the whim of shareholders. A new emphasis on corporate governance would start to shift the business community towards a more inclusive focus. If we are to achieve a new sort of capitalism, we need to turn our companies from short-term profit-making machines for shareholders into long-term investors in the skills and wages of the workforce, the sustainability of the environment, as well as longer-term returns for investors. Pushing for pay reform There is no shortage of calls for pay reform and corporate governance changes, but most proposals involve tweaking the existing system rather than overhauling it.

What They Do With Your Money: How the Financial System Fails Us, and How to Fix It
by Stephen Davis , Jon Lukomnik and David Pitt-Watson
Published 30 Apr 2016

• LinkedIn, the social networking site pitched to professionals, features groups that host crossborder dialogue on corporate governance. One, run out of Canada, has more than twenty thousand participants. • Harvard Law School’s Forum on Corporate Governance and Financial Regulation has become a prime resource for academic papers and comment on corporate governance in the United States. Sponsors have vastly magnified their outreach by posting regular notices on Twitter at @HarvardCorpGov.43 • The granddaddy of social media in corporate governance is www.corpgov.net, founded and edited by California-based James McRitchie. He has been posting news and analysis and inviting dialogue on the site since 1995, which makes its origins virtually prehistoric

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The result: $37 million less in savings than there should have been. John F. Wasik, “Finding, and Battling, Hidden Costs of 401(k) Plans,” New York Times, November 7, 2014. 3. The United States is an exception, as it has no national authoritative corporate governance code. 4. Nolan Haskovec, Working Paper: Codes of Corporate Governance: A Review (Yale School of Management-Millstein Center for Corporate Governance and Performance, June 2012), http://web.law.columbia.edu/sites/default/files/microsites/millstein-center/Codes%20of%20Corporate%20Governance_Yale_053112.pdf. Index Accountability: civil society and, 119–23 confidence in free enterprise and, 96 government fund governance regulation and, 107–9 information and, 149–50 in mutual funds, 102–3 institutional investors and, 109–14 of fiduciaries to citizen investors, 230 regulations fostering, 147–49 restoring to asset management, 221–22 social media and, 114–19 trust in government and, 141 Accounting standards, 185 Action Plan (EU), 9 Activism Score, 121 Adelphia Communications, 44, 248n50 Admati, Anat, 215 Advance Voting Instructions (AVI), 91 Affiliation scams, 264n10 AFL-CIO, 120–21 Agency capitalism, 33, 74–80 Agency system, 32 Alberta (Canada) Investment Management Corporation, 59 Alpha, 49–50, 57, 241n41 Ambachtsheer, Keith, 100–101 Ambachtsheer gap, 100–101, 250n5 American Business Conference, 91 Annual fees, 1–3, 53–54, 233n2, 238n6 Annuity, 2–3, 198–99, 233n4, 264n7 AODP.

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It also underlies virtually every law that governs marketplace conduct, from disclosure regulations to who gets to vote to reorganize a company in bankruptcy.50 A report from Stanford University’s Rock Center for Corporate Governance and the IRRC Institute catalogues innumerable regulations based on the assumption that “voting interests and economic interests are … aligned.”51 The report’s key conclusion is that “the legitimacy of modern corporate governance rests on the premise that, in shareholder elections, shareholders are economically motivated to vote in a manner that maximizes the value of the corporation’s shares.” Solutions: Injecting Ownership Back into Capitalism If the causes of diminished ownership in our capital markets are multifaceted, so too must be the solutions.

Dear Chairman: Boardroom Battles and the Rise of Shareholder Activism
by Jeff Gramm
Published 23 Feb 2016

While we understand that our margins are lower than competitors who are much larger than we are, we do not believe that measures designed solely to improve margins in the short term, or a focus solely on maximizing margins, rather than on absolute profits, in the longer term, will ultimately maximize shareholder value.”25 The two sides exchanged blows for several weeks. Steel pounded BKF on its corporate governance practices and won support from proxy advisors Institutional Shareholder Services (ISS) and Glass, Lewis. BKF responded by pointing out related-party transactions at companies where Steel served on the board. A May 26 letter from BKF’s board said, “On the corporate governance front, Steel Partners has hardly been a role model. . . . Mr. Lichtenstein’s hypocrisy in campaigning on a corporate governance platform is breathtaking.”26 BKF highlighted the good performance of its stock, even though much of the rally came after Steel publicly disclosed its stake.

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The company postponed the shareholder meeting for two weeks and caved on all of the corporate governance items. BKF agreed to redeem the poison pill, de-stagger the board, and amend its bylaws to allow shareholders to call special meetings. Lichtenstein scoffed at BKF’s too-little, too-late actions in a letter to shareholders: Due to your support for our nominees and the corporate governance initiatives that we are advocating, BKF’s Board has been dragged kicking and screaming, against their will, into the modern world of corporate governance reform. . . . The fact that BKF has belatedly adopted many of our proposals and positions that we advocated much earlier we believe demonstrates that our advocacy is already yielding benefits for BKF’s stockholders.

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Specifically, under U.S. law, corporations are managed by or under the direction of boards of directors, making the directors literally the governors of the corporation.” 54. This is Karla’s memory of what Peter said about a friend who was ultimately appointed to the R. P. Scherer board. 55. Arthur Levitt, Take on the Street (New York: Pantheon Books, 2002), 201. 56. Monks and Minow, Corporate Governance, 257. 57. Macey, Corporate Governance, 64. 58. James Madison, Federalist 10, again per Macey, Corporate Governance. 59. Warren E. Buffett, “2002 Chairman’s Letter,” Berkshire Hathaway, February 21, 2003. 60. Jim Jelter, “Coca Cola Executive Pay Plan Stirs David Winters’ Wrath,” WSJ Marketwatch, March 24, 2014. 61. Form 8-K, Securities & Exchange Commission, April 23, 2014. 62.

How Boards Work: And How They Can Work Better in a Chaotic World
by Dambisa Moyo
Published 3 May 2021

O’Kelley, Jack “Rusty,” and Melissa Martin. “Global and Regional Trends in Corporate Governance for 2018.” Russell Reynolds Associates, December 8, 2018. www.russellreynolds.com/insights/thought-leadership/global-and-regional-trends-in-corporate-governance-for-2018. O’Kelley, Rusty, Anthony Goodman, and Melissa Martin. “2019 Global & Regional Trends in Corporate Governance.” Harvard Law School Forum on Corporate Governance, December 30, 2018. https://corpgov.law.harvard.edu/2018/12/30/2019-global-regional-trends-in-corporate-governance/. Olivetti, Claudia, and Barbara Petrongolo. “The Economic Consequences of Family Policies: Lessons from a Century of Legislation in High-Income Countries.”

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Some institutional investors are taking a unified stance and joining with their peers of comparable scale and stature to form coalitions to push for changes in corporate governance. One such coalition, Investor Stewardship Group (ISG), includes more than sixty organizations, with combined assets in excess of $30 trillion. The group’s aim is to codify a framework of basic investment stewardship and corporate governance standards. ISG has put forward six principles that it believes are fundamental to good corporate governance at US-listed companies, including that institutional investors should attempt to resolve differences with companies in a constructive and pragmatic manner.

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“Corporate Purpose: Stakeholders and Long-Term Growth.” Harvard Law School Forum on Corporate Governance, May 29, 2019. https://corpgov.law.harvard.edu/2019/05/29/corporate-purpose-stakeholders-and-long-term-growth/. . “The New Paradigm and the EU Shareholder Rights Directive II.” Harvard Law School Forum on Corporate Governance, May 11, 2019. https://corpgov.law.harvard.edu/2019/05/11/the-new-paradigm-and-the-eu-shareholder-rights-directive-ii/. . “Some Thoughts for Boards of Directors in 2019.” Harvard Law School Forum on Corporate Governance, December 14, 2018. https://corpgov.law.harvard.edu/2018/12/14/some-thoughts-for-boards-of-directors-in-2019/.

Corporate Finance: Theory and Practice
by Pierre Vernimmen , Pascal Quiry , Maurizio Dallocchio , Yann le Fur and Antonio Salvi
Published 16 Oct 2017

Vishny, Law and finance, Journal of Political Economy, 106(6), 1133–1155, December 1998. F. Lipman, L. Lipman, Corporate Governance: Best Practices, John Wiley & Sons, Inc., 2006. R. Monks, N. Minow, Corporate Governance, 5th edn, John Wiley & Sons, Inc., 2011. R. Mork, A History of Corporate Governance around the World: Family Business Groups to Professional Managers, University of Chicago Press, 2007. www.ecgi.org, the website of the European Corporate Governance Institute. www.icgn.org, the website of the International Corporate Governance Network. www.oecd.org, the website of the OECD, which devotes a large section to corporate governance issues. On stock options and variable remuneration: M.

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Chapter 43 Corporate governance Or on being politically correct You may be surprised to find a chapter on corporate governance in a corporate finance textbook. Corporate governance is not, strictly speaking, a financial issue and is based on the legal considerations underlying the framework within which a company is run. However, as you may by now have come to expect, we approach the subject mainly from the angle of value. In other words, we attempt to find answers to the question “Will good corporate governance foster the creation of value and will poor corporate governance necessarily destroy value?”

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It’s now up to researchers to determine whether this simplification was the cause or the consequence of the spread of corporate governance. Section 43.2 Corporate governance and financial theories 1. Theory of markets in equilibrium The classic theory is of little or no help in understanding corporate governance. What it does is reduce the company to a black box, and draws no distinction between the interests of the different parties involved in the company. 2. Agency theory Agency theory is the main intellectual foundation of corporate governance. The need to set up a system of corporate governance arises from the relationship of agency that binds shareholders and managers.

The Finance Book: Understand the Numbers Even if You're Not a Finance Professional
by Stuart Warner and Si Hussain
Published 20 Apr 2017

Greggs plc, 2015 (extract from directors’ remuneration report) Remuneration payable for 2015 for each Executive Director (Audited) The following table presents the remuneration payable for 2015 (showing the equivalent figures for 2014) for the Executive Directors: Salary £ Pension contribution (including salary in lieu) £ Taxable benefits £ Annual incentives (including profit share) £ Long-term incentives* £ Total remuneration £ Roger Whitesides 2015 507,188 114,118 12,397 594,043 1,357,891 2,585,637 2014 495,300 111,442 12,381 619,125 – 1,238,248 Richard Hutton 2015 289,736 37,233 13,659 244,334 493,628 1,078,590 2014 282,944 52,508 11,491 254,650 141,043 742,636 Raymond Reynolds 2015 258,530 31,804 13,949 218,019 440,465 962,767 2014 252,472 31,060 12,433 227,225 125,858 649,048 22 Corporate governance and whistleblowing ‘The real mechanism for corporate governance is the active involvement of the owners.’ Louis Gerstner Jr, former CEO and chairman IBM In a nutshell Corporate governance refers to the system by which companies are managed (i.e. directed and controlled). ‘Good’ corporate governance systems prevent directors from making and taking decisions that benefit themselves to the detriment of shareholders and others. Countries around the world have developed corporate governance regulations. In the UK, guidance is focused on directors (leadership, effectiveness and remuneration), board accountability (risks and going concern) and relations with shareholders (‘stewardship’).

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Guidance also covers disclosure of information and potential conflicts of interest. Whistleblowing is an important aspect of good corporate governance. Whistleblowing is the reporting of wrongdoing (fraud, illegality or unethical practice) in an organisation. A whistleblower bringing information to the attention of their employer or a relevant organisation is protected (in certain circumstances) under the Public Interest Disclosure Act 1998. Need to know Corporate governance Corporate governance is a key issue whenever there is separation between a company’s ownership and control. In public companies (plcs) directors appointed to run a company are usually different to shareholders who own the company.

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parent companies Pay As You Earn (PAYE), 2nd payback period, 2nd PAYE (Pay As You Earn), 2nd payroll PCPI (Private Company Price Index) P/E (price/earnings) ratio PE (private equity), 2nd peer-to-peer (P2P) lending, 2nd PEG (Price Earnings Growth) performance measures from the balance sheet, 2nd and budgets from the profit and loss (P&L) solvency planning and budgets and forecasts profit PLCs see public limited companies (PLCs) pre-emption rights, 2nd preference shares premiums, business valuation prepayments, 2nd price customisation, 2nd Price Earnings Growth (PEG) price skimming price/earnings (P/E) ratio pricing, profitable Private Company Price Index (PCPI) private equity (PE), 2nd private limited companies business valuation, 2nd corporate governance financial statements sources of equity finance profit versus cash distributable gain versus gross, 2nd operating, 2nd planning retained, 2nd tax on profit and loss (P&L) profit to volume ratio see contribution percentage of sales (CPS) ratio profitability, performance measures profitable pricing property companies prospectus provisions, 2nd, 3rd, 4th Public Interest Disclosure Act (PIDA) 1998 public limited companies (PLCs) business valuation corporate governance directors’ remuneration disclosure requirements, 2nd and equity finance, 2nd financial statements public offering, 2nd purchases qualifications, audit reconciliation, between financial and management accounts redeemable shares reducing balance method of depreciation regulatory environment accounting standards corporate governance external financial audit information in public domain related parties remuneration, directors, 2nd representative bodies reserves, 2nd, 3rd residence, for taxation restructuring retained profits, 2nd return, definition, 2nd return on capital employed (ROCE), 2nd return on equity (ROE), 2nd return on investment (ROI), 2nd, 3rd return on net assets (RONA) return on total assets (ROTA) revaluation, 2nd revaluation reserve, 2nd revenue, 2nd, 3rd revenue recognition, 2nd revenue reserves, 2nd, 3rd rights issue, 2nd risk see financial risk ROCE (return on capital employed), 2nd ROE (return on equity), 2nd ROI (return on investment), 2nd, 3rd rolling budgeting, 2nd RONA (return on net assets) ROTA (return on total assets) sales, 2nd, 3rd Sarbanes-Oxley secured debt, versus unsecured debt service providers services share capital share price, managing the shareholder value shareholders, 2nd Shell short-term assets see current assets short-term liabilities significant influence single obligation small businesses audit directors’ remuneration disclosure requirements financial statements solvency, 2nd spreadsheets, 2nd start-up businesses and debt finance and equity finance statutory accounts, 2nd, 3rd Stewardship Code stock, 2nd stock days stock turnover straight line method of depreciation subsidiaries sum of digits method of depreciation suppliers, managing system controls TALCL (total assets less current liabilities), 2nd tangible fixed assets (TFA), 2nd, 3rd tax avoidance business corporation, 2nd, 3rd deferred, 2nd, 3rd evasion and interest international tax gap, 2nd technical insolvency see balance sheet insolvency technology, 2nd technology sector Tesco, 2nd, 3rd TFA (tangible fixed assets), 2nd, 3rd Time Warner timing and accruals accounting and the balance sheet of budgets and the profit and loss (P&L) and tangible fixed assets total assets less current liabilities (TALCL), 2nd treasury, responsibilities trial balance (TB), 2nd true and fair, 2nd, 3rd, 4th, 5th Turing Pharmaceuticals turnover, stock UK accounting standards corporate governance credit rating UK Corporate Governance Code (the Code), 2nd, 3rd understated reserves unsecured debt, versus secured debt US accounting standards corporate governance valuation balance sheet business premiums stock Value added tax (VAT), 2nd value for money variable costs, 2nd VAT (Value added tax), 2nd venture capital (VC), 2nd viability statement disclosure Volkswagen Waitrose WhatsApp whistleblowing, 2nd, 3rd work in progress (WIP) working capital, 2nd, 3rd working capital days yield, annual YouTube zero-based budgeting, 2nd Praise for The Finance Book ‘Reduces the time required by management to understand the essentials of accounting and finance, enabling them to spend more time focusing on their core business’.

How the City Really Works: The Definitive Guide to Money and Investing in London's Square Mile
by Alexander Davidson
Published 1 Apr 2008

Most independent studies on different corporate governance regimes place the UK at or near the top in standards. The UK approach combines high  224 HOW THE CITY REALLY WORKS ________________________________ standards of corporate governance with relatively low costs, is proportionate, and is relatively prescriptive about how the company’s board organises itself, according to a November 2006 publication, The UK Approach to Corporate Governance, by the Financial Reporting Council (FRC), which is responsible for corporate governance in the UK. Clearly corporate governance has made enormous progress since the business excesses of the late 1980s, including collapses such as that of Polly Peck, and frauds such as the plundering by Robert Maxwell, chairman of Mirror Group Newspapers, of his companies’ pension funds (see Chapter 31).

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The future The FSA’s principles-based regime, with its emphasis on management responsibility, as discussed in Chapter 22, makes corporate governance a major issue. Regulators, senior management, listing authorities, analysts and investor-related trade bodies have an interest. Rating agencies take account of corporate governance when they give companies a credit rating. In 2007, corporate governance was a frequent theme on FSA supervisory visits to financial services companies. It is a key focus for compliance and risk management functions within the firm. _________________________ OVERVIEW OF CORPORATE GOVERNANCE 231  Over time, there will be pressure from the stock market, environmental and other groups, and league tables to promote good standards, according to consultants.

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Nowadays, law enforcers, including customs, aim to recover more than this amount in a single year but, on one money laundering reporting officer’s estimates, at best fewer than 1 per cent of money launderers in the UK are caught, and it is hard to achieve even this. 25 Overview of corporate governance Introduction This chapter explains how corporate governance works. We will look at, among other things, the Cadbury Code, the Combined Code and the Myners Report, and the Listing Rules. Read this with Chapter 26, which focuses on governance in relation to accounting. The concept Corporate governance is about how a company conducts its corporate affairs and responds to stakeholders, employees and society. It covers ethical, legislative and other rules specifying how a company should act.

What Went Wrong: How the 1% Hijacked the American Middle Class . . . And What Other Countries Got Right
by George R. Tyler
Published 15 Jul 2013

Since 2010, the FDP has been on life support. It may even fall below the 5 percent threshold required to hold any parliamentary seats in the 2013 elections.18 Corporate Governance: Codetermination The differences between the family capitalism countries and Reagan-era America is not just seen in attitude, voter expectations, outcomes, or executive morality. There are quite significant structural differences as well. The most important is the device at the center of the black box of corporate governance in northern Europe, which accounts for Germany in particular being the globe’s most competitive economy. I mentioned earlier that shareholder capitalism places America at a competitive disadvantage, in part because it empowers short-termism.

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That explains the judgment rendered on shareholder capitalism by Lynn Stout, Cornell University professor of corporate and business law at the June 2012 Harvard Law School Forum on Corporate Governance and Financial Regulation: “Worse, when we look at macroeconomic data—overall investment returns, numbers of firms choosing to go or remain public, relative economic performance of ‘shareholder-friendly’ jurisdictions—it suggests the shareholder value dogma may be economically counterproductive.”54 How Family Capitalism Avoids Weak Corporate Governance Cutting R&D or human capital investment is scarcely the prescription for firm and shareholder prosperity. That’s why economists like Edmund Phelps have argued that sustained new longer-term investment by US firms is needed, in innovation, in cutting-edge products, and in business methods, to boost employment and productivity.55 But refocusing the US corporation takes an attribute in scant supply among jittery American executives: a willingness to explain to boards, colleagues, and investors that a long-term perspective will be more profitable for shareholders.

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Codetermination is the innovation that has had the most impact on corporate governance since World War II—the black box at the economic core of the most competitive high-wage democracies in the world. And codetermination is the only proven option for creating the American Dream for your children. As the home of the Reformation, the Renaissance, John Calvin, John Locke, Rousseau, Voltaire, Adam Smith, and Friedrich Hayek, it is no surprise that northern Europe also became the center over the last century of reforms to strengthen capitalism. The explanation for that outcome is straightforward: voters have expectations of superior corporate governance. Enterprises are the device rich democracies have crafted to create rising living standards for all; maximizing that goal requires high-quality management committed to productivity growth and amenable to broadcasting the gains from such growth throughout society.

file:///C:/Documents%20and%...
by vpavan

A GOOD BOARD: TRANSPARENCY IS PART OF THE CULTURE AT PFIZER If you're looking for an example of a company practicing good corporate governance, consider Pfizer Corp., a pharmaceutical company that has really pushed the envelope. In 1992, Pfizer became the first company to name a vice-president for corporate governance, and today remains one of the few companies with such a position. It also has a corporate governance committee, in addition to the standard audit, compensation, and executive committees. And its proxy statement lists the company's corporate governance principles. Companies don't have to do this, says Peggy Foran, the company's current vice-president for corporate governance. "But Pfizer makes an extra effort to be open, in the belief that it leads to better investor relations," she says.

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But as activist shareholder groups and the financial media frown on this practice as a management-protection ploy, companies increasingly are putting individual directors up for annual reelection by shareholders. Why Should You Care? I believe a company's corporate governance is one of the most important factors to consider before investing in a company. Put simply, corporate governance is the relationship between the investor, the management team, and the board of directors of a company. Each of these groups has different rights and responsibilities. When the three groups are able to communicate openly and independently, we can say that a company is exhibiting good corporate governance. This does not mean that the board second-guesses every decision made by the top executives of a company.

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I think it's your responsibility as an owner of a company's shares to express your opinion whether or not you support the company's actions. Like democracy, corporate governance works only when you exercise your right to vote. You may also think that as an individual investor, there's little you can do to change corporate governance. Yet you have powerful allies in the form of large pension funds and mutual funds, known as institutional investors. They collectively vote the shares of millions of people who, like you, have invested in these funds through their company pensions and 401(k) retirement accounts. Not all institutional investors care about corporate governance, but some of the very biggest ones are passionate about it— and can flex a lot of muscle.

Collision Course: Carlos Ghosn and the Culture Wars That Upended an Auto Empire
by Hans Gremeil and William Sposato
Published 15 Dec 2021

“It’s the only structure that ensures proper compliance within the corporate governance code,” Zuhair Khan, a corporate governance watcher and managing director at the Swiss bank Union Bancaire Privée in Tokyo, said of the three-committee approach. He added that it is the gold standard in the United States, where many companies have even adopted a fourth so-called risk committee to prepare for the unexpected, anything from market shocks to corporate fraud. “Nissan, in essence, has been forced to adopt it.” * * * To much fanfare in the country, Japan also introduced a new corporate governance code in 2015 that required companies to carry at least two independent directors, in a bid to improve oversight and transparency.

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Ghosn Carlos and Philippe Riès, Le Temps de la vérité: Carlos Ghosn parle (Paris: Éditions Grasset & Fasquelle, epub 2020). 4. Corporate Governance Factbook, Organisation for Economic Co-operation and Development, 2019, www.oecd.org/corporate/corporate-governance-factbook.htm. 5. Hans Greimel, “At Toyota, ‘It’s Not That Easy’ Being a Toyoda,” Automotive News, June 7, 2019, https://europe.autonews.com/automakers/toyota-its-not-easy-being-toyoda. 6. Hans Greimel, “Toyota Names Most Diverse Board Yet,” Automotive News, March 9, 2018, https://www.autonews.com/article/20180305/OEM02/180309712/toyota-names-most-diverse-board-yet. 7. K. Moriyasu, “Japan’s New Corporate Governance Code Unlocks Opportunities,” Nikkei Asian Review, June 11, 2015, https://asia.nikkei.com/Business/Japan-s-new-corporate-governance-code-unlocks-opportunities. 8.

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Satoshi Hara, Fall Seven Times, Get Up Eight: Aspects of Japanese Values (London: Gilgamesh Publishing, 2020), 23, 25. 8. “Japanese Companies Must Comply or Explain,” Nikkei Asia, July 21, 2015, https://asia.nikkei.com/Business/Markets/Stocks/Japanese-companies-must-comply-or-explain2. 9. Kazuaki Hagata, “Abenomics Improved Japan’s Corporate Governance, but More Work Remains,” Japan Times, September 12, 2020, https://www.japantimes.co.jp/news/2020/09/14/business/corporate-governance-abenomics-japan/. 10. Ezra F. Vogel, Japan as Number One: Lessons for America (Cambridge, MA: Harvard University Press, 1979), 70. 11. Donald W. Katzner and Mikhail J. Nikomarvo, “Exercises in Futility: Post-War Automobile-Trade Negotiations between Japan and the United States,” 2005, Economics Department Working Paper Series, 52, https://scholarworks.umass.edu/econ_workingpaper/52. 12.

Handbook of Modeling High-Frequency Data in Finance
by Frederi G. Viens , Maria C. Mariani and Ionut Florescu
Published 20 Dec 2011

Companies of sectors 1 and 2 show only annual cash pay to directors (7.89. payDirectors) and companies of sectors 3, 4, and 5 show only stock shares granted to directors (10. stockDirectors) as relevant corporate governance variables. In order to capture the effect of corporate governance variables, in the next section, we present a representative ADT that includes only these variables. 3.3.1.2 Interpreting the S&P500 Representative ADTs with Only Corporate Governance Variables. The representative ADT for all companies with only the corporate governance variables (top panel of Fig. 3.3) captures most of the variables (payDirectors, optionAllValExec, stockDirectors, and TotalValOptCEO) or rules associated with high corporate performance in all 7 Energy includes energy equipment and services.

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See also Volatility index (VIX) comparing, 105–106 convergence of, 105 Contaminated returns, variance and covariance of, 257 Continuous integral operator, 367 Continuous semimartingales, 246, 253 Continuous-time long-memory stochastic volatility (LMSV) model, 220 Continuous-time stochastic modeling, 3 Continuous-time vintage, 78 Convergence-of-interests hypothesis, 54 Convex duality method, 296 Copula models, 77 Copulas, 75–76 CorpInterlock, 62, 63 Corporate governance, 53–54 of S&P500 companies, 54–60 Corporate governance best practices, 59 Corporate governance scorecards, 51–52 Corporate governance variables, 69 interpreting S&P500 representative ADTs with, 58–59 Corporate performance, predicting, 69 Correlation coefficient, 400 Correlation fluctuations impact on securitized structures, 75–95 products and models related to, 77–79 Cost structures, 392 424 Covariance(s) estimating, 244 forecasting, 280–285 Covariance function, 252 Covariance matrix, 170 Covariance stationarity, 177, 179, 181 Covariation-realized covariance estimator, 266 Covolatility function, 249 Covolatility measurement/forecasting, as a key issue in finance, 243 Cox, Ingersoll, Ross (CIR) square-root model, 257 cpVIX, 103 Crash imminence, precautions against, 121 Creamer, Germán, xiii, 47 Crisis detection, 131 Crisis-related equity behavior, 150 Cubic-type kernels, 261, 263 Cumulative abnormal return, 62, 63 Cumulative consumption process, 297, 305–306 Cumulative distribution curve, 346 Cumulative distribution function, 176 Current market volatility distribution, estimating, 115 Current weighting, 49 Customer perspective, 51 Cutting frequency, 258, 259 cVIX-1, 101, 102.

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The learning and growth perspective is the foundation of the BSC. This perspective looks at the motivation, training, and capacity to innovate that employees need to have in order to implement the new strategies. Different from the corporate governance scorecards presented at the beginning of this section, which emphasize corporate governance scoring, Kaplan and Nagel (2004) proposed the creation of a board BSC that includes corporate governance variables and is oriented to strategic planning at the board level. The strategy of an organization, its main objectives, and its key business drivers define the indicators of the BSC. However, the choice of indicators is, in general, highly subjective and is often driven by the company management or industry practices.

Global Governance and Financial Crises
by Meghnad Desai and Yahia Said
Published 12 Nov 2003

Worse still, with minimal evidence and faulty reasoning, the 1997–98 crises in the region have been blamed on these institutions, almost as if they were solely responsible for creating the conditions for the crises just waiting to happen. Not surprisingly then, from this perspective, thoroughgoing corporate governance reforms should be given top priority while the pre-crisis systems need to be abandoned altogether. The IMF pushed for radical corporate governance reforms claiming that corporate governance was at the root of the crisis, with some reform-minded East Asian governments agreeing. However, it is doubtful that corporate governance was a major cause of the crisis, though there were some symptoms of corporate distress in all the crisis-affected economies before the crisis.

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Such elimination of otherwise viable enterprises would most certainly undermine the processes of capacity and capability building deemed essential for accelerated development or catching up.17 Crises, recovery and reforms in East Asia 103 In light of the bases for and nature of the recent recovery, the earlier and ongoing emphasis on the urgency of corporate reform was clearly ill informed and ill advised. Corporate profitability has undoubtedly improved. But there is no clear evidence that corporate governance reform was key to bringing about the recoveries in the region. In fact, many corporate governance reform measures are only intended to prevent future crises, and the priority given to them is often at the expense of short-term economic recovery. With their earlier predictions of imminent ‘doom without corporate governance reform’ not realised, those insisting on such reforms as pre-requisites for recovery have now switched to warning of a second downturn for countries like Malaysia where resistance to such reform has been more explicit and officially articulated.

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(Financial Times, 14 September 2000). 14 This section and the next draw from Furman and Stiglitz (1998). 15 Shin (2000) describes how Korean corporate reforms sought to remould its corporate structure along more American lines. 16 An economy’s corporate governance arrangements are inevitably the consequence of evolutionary developments including colonial inheritances and cultural heritages. Most economies accommodate a diversity of corporate governance arrangements, often varying with size, activity and history. Grossly dysfunctional arrangements would be replaced unless propped up by patrons such as the state. While some may well have become dysfunctional due to changing circumstances, there is no universally optimum corporate governance model appropriate to all circumstances (Chandler 1990). 17 Shin (2000) argues for building a second stage catching-up system for Korea, instead of IMF and other proposed transitions on ostensibly Anglo-American lines. 

Mastering Private Equity
by Zeisberger, Claudia,Prahl, Michael,White, Bowen , Michael Prahl and Bowen White
Published 15 Jun 2017

This chapter details the key considerations that drive the exit process and explains the main exit strategies employed by PE funds, stepping through the process and discussing motivations of the various parties involved. 11 CORPORATE GOVERNANCE Corporate governance in private equity (PE) refers to the practices, processes and rules put in place to align the interests of owners, investors and management. A sound corporate governance framework is crucial to oversee and coordinate activities at a funds’ investee companies. Governance effectively decentralizes decision-making, identifies appropriate performance measures and reward systems, and implements effective tools to monitor performance; it is a fundamental part of PE’s formula for success.

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Yet no matter what exit route is chosen, only a successful sale validates the investment thesis, enables the fund to show strong returns and allows the PE firm to restart the cycle of fundraising. Section Overview The chapters in this section will walk the reader through the post-investment period all the way to the point of exit. CHAPTER 11. CORPORATE GOVERNANCE: The key features of PE corporate governance—a sense of urgency, active ownership and an alignment of interests with portfolio company management—are vital ingredients on the way to a successful exit. We discuss the role of portfolio company boards in both minority and majority investments. CHAPTER 12. SECURING MANAGEMENT TEAMS: PE firms work closely with the management teams in their portfolio companies.

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Cornelli, F. and Karakas¸, O. (2012) Corporate Governance of LBOs: The Role of Boards, May, available at SSRN https://ssrn.com/abstract=1875649 or http://dx.doi.org/10.2139/ssrn.1875649. Cumming, Douglas J., Siegel, Donald S. and Wright, Mike (2007) Private Equity, Leveraged Buyouts and Governance, Journal of Corporate Finance, 13(4): 439–460, SSRN: https://ssrn.com/abstract=983802. Davis, E.H. (2009) Minority Investments by Private Equity Funds, Kirkland & Ellis LLP, November 5, https://www.kirkland.com/siteFiles/Publications/ 8E62BE0BF5EC88C8FCDEF4065D6180E3.pdf. EVCA Corporate Governance Guidelines (2010), https://dato-images.imgix.net/45/1459783870-F_EVCA_CorporateGovernanceGuidelines_2010.pdf?

The Clash of the Cultures
by John C. Bogle
Published 30 Jun 2012

Ownership has its privileges—one of the most important of which is to ensure that the interests of shareholders are served before the interests of management. But most short-term renters of stocks are not particularly interested in assuring that corporate governance is focused on placing the interests of the stockholder first. Even long-term owners of stocks have not seemed to care very much about exercising their rights—and indeed their responsibilities—of stock ownership. The agency society I’ve described earlier has too often failed to lend itself to significant involvement in corporate governance. Index funds ought to be in the vanguard of serious reforms, for they can’t and don’t sell stocks of companies whose managements are deemed to have produced inadequate returns on the capital they oversee.

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Votes against management, for example, may make it harder for fund managers to get information from a corporation or to win the right to advise its pension plan. Controversial votes may draw unwanted publicity. By their long forbearance and lassitude on corporate governance issues, mutual funds bear no small share of the responsibility for the failures in corporate governance and accounting oversight that were among the major forces creating the stock market bubble of the late 1990s, and the (50 percent) bear market that followed.6 If the owners of our corporations don’t care about governance, who else is there to assume that responsibility?

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But in terms of being active participants in corporate governance, the silence of nearly all mutual funds remains. The same silence also emanates from pension funds and their managers. With critical issues like executive compensation and political contributions now in the spotlight, it is high time for fund managers to stand up and be counted on the controversial issues of the day. They also must break their long silence and actually make their own proposals, demanding that they be placed in corporate proxies. I see these steps toward greater activism in corporate governance by our giant investor/agents who represent the shareholder/principals, as essential to sound long-term investing, to our system of modern capitalism, and to the national interest.

Rewriting the Rules of the European Economy: An Agenda for Growth and Shared Prosperity
by Joseph E. Stiglitz
Published 28 Jan 2020

Large and influential corporations today have large numbers of shareholders, and there is a separation of ownership and control. Control is in the hands of a CEO and a coterie of managers. Getting this group to act in ways that maximize societal welfare, or even the wealth of shareholders, is the central problem of corporate governance, the rules and regulations pertaining to how firms are run. Corporate governance is concerned with what the objectives of the firm should be and whose voices should be heard during decision-making processes. These considerations, in turn, affect the incentive structures of executives. Chapter 5 shows how this particular issue played out in the financial sector.

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What enables a market economy to serve society is competition. European governments, and in particular the EU, must be as innovative as the private sector in combating market power, and as committed to limiting it as the private sector is to enhancing it. CORPORATE GOVERNANCE For decades, Europe has debated best-practices for corporate governance. Should European firms simply maximize the value of the firm to their shareholders or should they take into account the (often diverging) interests of other stakeholders? Even within shareholder capitalism (as the first perspective is often referred to) there is a debate: Should the focus be on today’s stock market value or on longer-term value?

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See also competitive markets critical components summarized, 139 managerial incentive systems, 140–43 the right mix of decision-makers, 139–40 rules for decision-making, 139 compulsory licenses, 148 Consumer Prices, Harmonised Index of (HICP), 64 convergence criteria, 33–35 cooperative ownership, 270 cooperatives and local banking institutions, 184–86 core inflation metrics, 82 corporate governance central problem of, 127–28 CEOs and executives, 137–38, 140–43 long- vs. short-term gains, 136 stakeholder capitalism and, 136–37 corporate taxation investment and, 194–95 lower tax rates and, 191–92 moving toward resolution, 198–99 tax avoidance and evasion, 195–97 tax competition, 192–94, 195 transfer pricing and, 198 corporations and businesses. See also corporate governance; corporate taxation; small- and medium-sized enterprises CEO and executives of, 137–38, 1400–143 globalization benefitting, 288–89, 304 intellectual property rights benefitting, 325–26 markets of (see market economies; market power) organizational forms of, 141–43 tax reformation of, 318–20 trade regulations impacting, 317–18 trade talk privileges of, 314 credit card companies, 133 credit issues credit availability (see loans and lending) credit rating agencies, 171 German practices causing, 46 internal devaluation impacting, 42 macro-prudential regulations and, 92–93 crisis countries analysis of, 68 austerity impacting, 37 divergent issues of, 48–49 ineffective EU policies in, 60–61 internal devaluation and, 41–44 single currency system impacting, 39, 54 cross-border externalities, 307–8 deadly sovereign-bank embrace, 176 debt Debt Doctrine, 17–18 debt-to-GDP ratio, 78–79 limiting (see Stability and Growth Pact) mutualization of, 55–57 restructuring of, 57–58 2008 crisis impacting, 35 Debt Doctrine, 17–18 decentralized bargaining, 263 deficits.

Wall Street: How It Works And for Whom
by Doug Henwood
Published 30 Aug 1998

Stockholders were nearly wiped out, and the asbestos victims' awards were strictly capped. The moral — the corporate governance moral, that is, leaving aside the stingy treatment of the injured — is that the financier on the board may be quiet when things are going well, but in a crisis, he or she may be a crucial player. The Johns-Manville example may be a model of the broader upsurge of financial influence; financiers may have been satisfied with corporate performance during the Golden Age, but more recent decades have been the economy-wide equivalent of an asbestos crisis. This might be a good time to take a look at recent theories of corporate governance. Jensenism Starting in the mid-1970s, Michael Jensen, Chicago-school fellow traveller now at Harvard, began developing a finance-based theory of corporate governance that would become influential in the 1980s.

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"Noise," Journal of Finance i\ (July), pp. 529-543. Black, Fisher, and Myron Scholes (1973). "The Pricing of Options and Corporate Liabilities," Journal of Political Economy d>\, pp. 637-654. Blair, Margaret M, ed. (1993). The Deal Decade: What Takeovers and Leveraged Buyouts Mean for Corporate Governance C^diShmgion: Brookings Institution). — (1995). Ownership and Control: Rethinking Corporate Governance for the Twenty-First Century V^zshm^ion: Brookings Institution). Blair, Margaret M., and Martha A. Schary (1993a). "Industry-Level Indicators of Free Cash Flow," in Blair (1993), pp. 99-147. — (1993b). "Industry-Level Pre.ssures to Restructure," in Blair (1993), pp. 149-203-Blanchard, Olivier, Changyong Rhee, and Lawrence Summers (1993).

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See capital structure leveraged buyouts, 181-182, 264 capital structure, 298 costs to nature, 274 importance of public pension funds, 271 365 WALL STREET Jensen and Meckling's dismissal in 1976, 268 Jensen's later enthusiasm for, 270-271 job loss in RJR deal, 274 productivity gains from closures, 299 the record, 283-285 separation of cash and carcass, 272 and stock valuations, 284 Levinson, Jerome, 294-295 Lewis, Michael, 180 Lexecon Inc., 182 liberals incorrect position on Fed, 123 upscale, 311 Lintner, John, 162 Liscio, John, 102, 104 Litan, Robert, 88 Livingston, James, 93-94 localism often not progressive, 302-303 London Interbank Offered Rate (LIBOR), 35 London Stock Exchange, 13 Long, William, 283-284 loose-money ideology, 301 Malkiel. Burton, 105 Malthus, Thomas Robert, 209 Malthusianism, green, 245 Managerial school, 251 managerialism, 258; see also corporations, governance managers hired by workers, 239; see also corporations, governance; money managers Mandeville, Bernard, 208-210 Manhattan, income distribution, 79 Manne, Henry, 277, 278 manufacturing, FIRE "output" surpasses, 76 margin, 30 market(s) apologists, 179-183 clearing vs. nonciearing, 138 information asymmetry and, 172 costlessness/expense of, 138, 139 failures, 138 freedom of (Marx), 231 incomplete, 179 manipulation of, 53, 105 religious belief in, 150 self-regulating, and governance issue, 247 Markowitz, Harry, 179 Marx, Kari, 13, 135, 187, 229-241 anticipation of governance literature, 246 on credit as boundary-smasher, 235 as fundamental, 244 corporate form as presaging worker control (Marx), 239-240 critique of Ricardo's self-realization, 213-214 as endogenist, 220-221 gold in a crisis, 221 on government debt, 24 on interest rates, 244 on interest-bearing capital, 22 and Keynes, 212-214 on money and crisis, 232-236 as object of greed, 236 and power, 231-232, 320 no abolition of interest alone, 237 primitive accumulation, 252 revenue vs. capital, 245 on unproductive labor, 209 wrong on bailouts, 235 Marxian views of finance, 244 Marxism as Benthamism (Keynes), 212 mathematics required for economics, 139 Matthei, Charles, 314 Maxxam, 274 Mayer, Martin, 89 McDonough, William, 40 mean reversion, 178 Means, Gardiner C, 246, 252-256. 257-258 media, financial.

The Levelling: What’s Next After Globalization
by Michael O’sullivan
Published 28 May 2019

The OECD has done excellent work in trying to develop rigorous global governance standards. See their corporate governance statement at http://www.oecd.org/corporate/. 37. Eisinger, The Chickenshit Club. 38. B. McLean and P. Elkind, The Smartest Guys in the Room: The Amazing Rise and Scandalous Fall of Enron (Penguin Books, 2003). 39. Committee on the Financial Aspects of Corporate Governance, “The Financial Aspects of Corporate Governance,” December 1, 1992, https://www.icaew.com/-/media/corporate/files/library/subjects/corporate-governance/financial-aspects-of-corporate-governance.ashx?la=en. 40. “The Agreement of the People,” October 28, 1647, Constitution Society, http://www.constitution.org/eng/conpur074.htm. 41.

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This would simply unleash other risks, with unpredictable consequences for the yen, consumer behavior, and Japan’s corporations.35 A Japanese debt restructuring, however, may finally provoke changes to the cross-holding system across corporations and might potentially see the introduction of a more international corporate governance system. This is one of the key fault lines in the distinction between a truly globalized world and a multipolar one. In a multipolar world, different corporate governance systems would prevail and grow, allowing weaker, more permissive systems to spread like weeds. The ultimate outcome would be to raise the cost of capital in a world where capital can flow freely, to leave investors (in some cases) at the mercy of the arbitrariness of governments, dominant shareholders, and corporate management. In the context of financial markets, corporate governance does not matter much, most of the time.

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If more companies and regulators internationally were to adopt rigorous global governance standards, it would create a layer of global corporate actors with global governance standards and in this sense would challenge the notion that the corporate world also needs to be divided on a multipolar basis.36 My expectation that this can happen is low. Recent experiments with broad corporate governance reforms have failed. In Japan, for example, one of the tenets of “Abenomics”—after Japanese prime minister Shinzō Abe—was the intention to make Japanese companies less complicated and somewhat more Western (e.g., by returning capital to shareholders), the ultimate aim being to improve the return on equity of Japanese companies. This has not materialized, and the follow-through in corporate governance change has been weak. Equally, in the United States, there is no formal corporate governance code, which is why more aggressive governance mechanisms—takeovers and publicly pugnacious shareholder activism, for example—tend to be more prevalent.

Economists and the Powerful
by Norbert Haring , Norbert H. Ring and Niall Douglas
Published 30 Sep 2012

They examined pay-for-performance compensation schemes as they developed starting in the 1990s and checked if their actual features conformed more to the optimal contracting approach of principal–agent theory or to what they call the managerial power approach. Their book, Pay Without Performance, became a watershed in the economic corporate governance discussion. It gave real world power issues in corporate governance a name and made it a stumbling block in the way of the economic mainstream (Bebchuk and Fried 2003; Bebchuk and Fried 2004). According to the managerial power approach, managers create compensation schemes that are as favorable to them as possible under what they call the “outrage constraint.”

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According to their research, an investment strategy that bought the shares of the 10 percent of firms with the strongest shareholder rights and sold the 10 percent of firms with the weakest shareholder rights, would have earned returns that were 8.5 percentage points higher than normal (Gompers, Ishii and Metrick 2003). According to Bebchuk, Cohen and Ferrell (2009), the 24 ingredients to this corporate governance index can be reduced to just 6 important elements, which all measure in one way or another the degree of entrenchment of top managers (i.e. how hard it is for shareholders to get rid of them). Cuñat, Gine and Guadalupe (2010) examined shareholder-sponsored corporate government proposals in two thousand widely held US corporations from 1997 to 2007 and compared the stock market reaction to proposals that narrowly failed to those which narrowly passed.

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Pay Without Performance: The Unfulfilled Promise of Executive Compensation. Cambridge, MA: Harvard University Press. Bebchuk, Lucian A., Yanif Grinstein and Urs Peyer. 2010. “Lucky CEOs and Lucky Directors.” Journal of Finance 65: 2363–2401. . Forthcoming. “Corporate Governance and the Timing of Option Grants.” Journal of Finance. Becht, Marco, Patrick Bolton and Ailsa Röell. 2007. “Corporate Governance and Control.” In Handbook of Law and Economics, ed. A. M. Polinsky and S. Shavell. Amsterdam: North-Holland. Becht, Marco, Julian Franks, Colin Mayer and Stefano Rossi. 2009. “Returns to Shareholder Activism: Evidence from a Clinical Study of the Hermes U.K.

The Inequality Puzzle: European and US Leaders Discuss Rising Income Inequality
by Roland Berger , David Grusky , Tobias Raffel , Geoffrey Samuels and Chris Wimer
Published 29 Oct 2010

The press has been quite adept at using CEO profiles and lifestyle portraits to raise public anger during a recession, but the media target the wrong subject because they confuse the agent for the principal. The Board and the remuneration committee set executive compensation, and it is the much more complicated issue of corporate governance that deserves more public attention. The ultimate principals, of course, are the shareholders, but the complexities are such that it is much easier to broadcast segments about CEO paychecks than discuss corporate governance issues. Five Principles for Moving Forward 207 The principal-agent problem, where the agent acts as the principal rather than advancing the interests of the owner, is neither unique to CEOs and business, nor is it a contemporary issue.

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Although the consensus view continues to be that much of the increase in inequality stems from a rising demand for skilled labor and a corresponding increase in the payout to such labor, it’s likely that other sources are also implicated, such as globalization, market liberalization, changing tax policies, financial innovation, changing social mores, deunionization, changing corporate governance, market failure, and shifting demographics. It is well beyond the scope of this book to offer new evidence on these competing accounts. Rather, we would like to present the accounts of rising inequality that business, political, and labor elites tend to mention. Why are these accounts so important?

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Collomb became Chief Executive Officer of Lafarge in 1989 and Chairman in 2003. He is also a director of Total, ATCO, and DuPont, as well as Chairman of the French Institute of International Relations and Chairman of the Institute for Studies in Science and Technology. He is a member of the Governing Body of the European Institute of Technology, the European Corporate Governance Forum, and the Institut de France (Académie des Sciences Morales et Politiques). A graduate of the Ecole Polytechnique and the Ecole des Mines in Paris, he holds a French law degree and a Ph.D. in Management (University of Texas). He also founded the Center for Management Research at the Ecole Polytechnique. ______________________________ How would you describe economic inequality in North America and Europe?

The Facebook era: tapping online social networks to build better products, reach new audiences, and sell more stuff
by Clara Shih
Published 30 Apr 2009

5 Social Network Marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .79 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .80 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .81 Hypertargeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .82 Loyalty and Engagement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .89 Social Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .96 Challenges and Limitations 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .103 Social Innovation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .107 Concept Generation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .108 Prototyping . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .115 Commercial Implementation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .117 Continual Iteration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .120 7 Social Recruiting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .123 The Best Social Networks for Recruiting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .124 Sourcing Candidates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .126 Candidate References . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .134 Employer and Recruiter Reputation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .135 Keeping in Touch . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .137 Advice for Candidates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .141 How to Protect Against Employee Poaching Part III: . . . . . . . . . . . . . . . . . . . . . . . . . . . . .141 Your Step-By-Step Guide to Using Facebook for Business 8 Engage Your Customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .145 Start with Clear Strategy and Objectives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .146 Find Your Unsanctioned Communities Define and Establish Your Presence 9 Get Your Message Across . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .148 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .155 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .163 Hypersegment Your Audience . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .164 Choose Your Media Strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .167 From the Library of Kerri Ross viii Th e Fa ce b o o k E ra 10 Build and Manage Your Relationships Setting Up Your Facebook Account . . . . . . . . . . . . . . . . . . . . . . . . . . .181 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .181 Interacting on Facebook . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .187 Asking for and Providing Introductions 11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .193 Corporate Governance and Strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . .195 Choosing the Right Network Model . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .196 Identify Key Risk Areas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .198 Partner with Legal, IT, and PR 12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .200 The Future of Social Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .203 The Innovator’s Dilemma The ROI of Social Social Trends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .204 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .205 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .205 What the Future Means for Doing Business Final Remarks A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .206 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .211 Snapshot of Top Social Networking Sites, March 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .213 Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .223 From the Library of Kerri Ross Fo re wo rd ix Foreword Ten years ago, I was an executive at a traditional enterprise software company.

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It also talks about etiquette for initiating or accepting friend requests, using online networking in conjunction with offline networking, providing or requesting introductions, and other interactions. Most of the examples from this chapter are from Facebook but can be generally applied to other social networking services. • Chapter 11,“Corporate Governance and Strategy,” speaks to the challenges, obstacles, and realities of implementing social networking technologies in a corporate setting. Specifically, this chapter urges businesses to consider the risks around privacy, security, intellectual property, confidentiality, and brand misrepresentation, and the importance of partnering closely with legal and IT departments to put the right systems and policies in place to mitigate these risks. • Chapter 12,“The Future of Social Business,” likens the status quo of online social networking to where we were with the Internet in the late ‘80s.

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But despite the low barriers to starting a network on Ning, growth of new Ning sites appears to have slowed while the number of applications and audiences of Facebook continues to soar. Why should businesses choose specialized networks versus general-purpose networks containing specialized groups to reach their audiences? We will explore the pros and cons further in Chapter 11,“Corporate Governance and Strategy.” From the Library of Kerri Ross Edited by Foxit Reader Copyright(C) by Foxit Software Company,2005-2008 For Evaluation Only.C h a p te r 1 Th e Fo u r t h R e vo l u t i o n 21 Figure 1.3 New Orleans, Louisiana-based John F. Kennedy High School’s specialized social network community hosted on Ning.

The Greed Merchants: How the Investment Banks Exploited the System
by Philip Augar
Published 20 Apr 2005

Their role is described with reassuring words like ‘monitoring excessive concentration’, ‘measurement, management and analysis of risk profile’ and ‘responsible risk management’ in the annual reports and detailed financial filings made on Form 10-K (10Ks). Intelligent, responsible risk management is essential to the success of a modern investment bank and the existence of a comprehensive system of communication and committees shows shareholders that good corporate governance is in place. But good corporate governance cuts both ways: risk management means capturing profit as well as protecting against loss. The descriptions of these committees make it very clear that the investment banks are joining up the dots. Morgan Stanley manages trading risk ‘on a Company-wide basis, on a worldwide trading division level, and on an individual product basis’.7 Bear Stearns described ‘constant communication between trading department management and senior management concerning inventory positions and market risk profile’, including ‘formal reports of positions, profits and losses and certain trading strategies’ to a committee ‘which comprises senior managing directors from each trading department as well as the Risk Management Department’.8 A committee at Lehman Brothers that includes the key business heads ‘meets weekly and reviews all risk exposures, position concentrations and risk taking activities’.

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The chairman and the CEO is frequently the same person and the other directors, although ‘independent’ in the regulatory definition of the word, are often non-executives drawn from the CEO’s peer group. In the UK, executive boards are bigger and corporate governance gives non-executive directors more power and responsibility, but they too are usually drawn from a small group of connected people. Boardrooms in America and Britain are therefore full of people who in the corporate governance environment of the nineties were more likely to go along with the CEO’s plan than to recommend alternative development strategies. In the absence of restraint at board level, the shareholders were the obvious people to apply the brakes.

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‘Core Values Start at the Top’ An article in the Financial Times in July 2002 under this headline written by Sanford Weill, then Citigroup’s Chairman and CEO, is a patriotic call to arms in the cause of corporate governance: ‘America has long had a financial system to be proud of and it is therefore critical – particularly at a time of danger and uncertainty – that both industry and government enact changes to address the recent corporate governance scandals.’ Weill had no doubt where the responsibility lay: ‘The current crisis is an opportunity to recapture core values. But this will only be possible if CEOs accept the responsibility that comes with their rank.

Makers and Takers: The Rise of Finance and the Fall of American Business
by Rana Foroohar
Published 16 May 2016

“If you could sit in on some of these board meetings, you’d be shocked,” says Icahn, who compares CEOs and boards to eating-club presidents and their slightly dumber friends whose job it is to make them look good. Plenty of other activist investors actually believe that their brand of activism is the cure for what ails America, both economically and socially. Icahn, for one, blames “poor corporate governance for a growing disparity in income and slow growth” in the country. “If we don’t get better corporate governance, we’re going to lose our hegemony,” he says.51 It’s a fascinating inversion of logic. But the truth is that most activists don’t develop deep relationships with the firms they invest in; they merely troll through SEC filings looking for indications that a company might be weak or underpriced—and then pounce.

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But if more of them use their power to buy and hold shares of firms that practice good corporate governance and follow business strategies that support the real economy, then finance could potentially become not an impediment to growth but in fact a true supporter of it. It’s a bold goal, but one that authentic wealth makers like Bogle believe is attainable. Indeed, he believes it’s something that the father of modern capitalism, Adam Smith, would have favored. Bogle recalls a conversation he had a few years back with several other big fund managers who’d gotten together to talk about how the industry might encourage better corporate governance within firms. Bogle felt that asset managers like Vanguard had the potential to play a critical role in fighting off activist investors (like the sort covered in chapter 4) and the high-frequency traders of the world.

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If every asset manager in the country were forced to use his or her corporate proxy vote (the vote that gives them a say on issues like executive pay, corporate boards, and even some big company decisions) to help enforce better corporate governance, they could help businesses push back against the short-term pressure from Wall Street for quick returns and easy profits that undermine longer-term growth. (Such actions would work only if the entire system were focused on passively managed funds, so that fund managers themselves didn’t have incentives to push the quarter over the longer haul.) To be sure, some fund managers have complained that such forays into corporate governance would be too costly. Yet one large asset manager, TIAA-CREF, has already taken on the challenge.

Kicking Awaythe Ladder
by Ha-Joon Chang
Published 4 Sep 2000

Competition law Contrary to what is assumed in much current literature on the subject, corporate governance is not simply a matter internal to the corporation in question. Actions by very large firms with significant market power can have consequences for the whole economy (e.g., their bankruptcy can create financial panic) or undermine the basis of the market economy itself (for example, through the socially harmful exploitation of a monopoly position). In this context, corporate governance becomes a matter for society as a whole, not just for the particular company's shareholders. Corporate governance in this sense does not simply involve company-level laws, for example, those specifying the duties of the board of directors to the shareholders.

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They include restrictive macroeconomic policy, liberalization of international trade and investment, privatization and deregulation.2 The 'good institutions' are essentially those that are to be found in developed countries, especially the Anglo-American onesl The key institutions include: democracy; 'good' bureaucracy; an independent judiciary; strongly protected private property rights (including intellectual property rights); and transparent and market-oriented corporate governance and financial institutions (including a politically independent central bank). As we shall see later in the book, there have been heated debates on whether or not these recommended policies and institutions are in fact appropriate for today's developing countries. Curiously, however, many of those critics who question the applicability of these recommendations nevertheless take it for granted that these 'good' policies and institutions were used by the developed countries when they themselves were in the process of developing.

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However, such simple distinctions quickly break down. For example, patent law might be regarded as an 'institution', but a country could adopt a 'policy' of not recognizing patents as indeed Switzerland and the Netherlands did until the early twentieth century. Similarly, when we examine competition law we will do so in the context of corporate governance institutions, but also as a part of industrial policy. 1.3. T h e Chapters Chapter two deals mainly with what these days are called industrial, trade and technology policies (or I T T policies for short). This is because, in my view, differences in these policies separate the countries that have been more successful in generating growth and structural change from the others.

13 Bankers: The Wall Street Takeover and the Next Financial Meltdown
by Simon Johnson and James Kwak
Published 29 Mar 2010

Joh reports chaebol rankings for each year from 1993 through 1997 from the Korea Fair Trade Commission. Joh, “Corporate Governance and Firm Profitability,” supra note 4, at Table 10. Based on total assets belonging to firms in the same chaebol, Hanbo was number 14 in 1995, up from number 28 in 1994. 10. See Donald Kirk, Korean Crisis: Unraveling of the Miracle in the IMF Era (New York: Palgrave, 2001), chapter 8. 11. See Stephan Haggard, The Political Economy of the Asian Financial Crisis (Washington: Peterson Institute for International Economics, 2000), 56–57. 12. Sung Wook Joh, “Korean Corporate Governance and Firm Performance” (working paper, 12th NBER seminar on East Asian Economics, 2001). 13.

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Sung Wook Joh, “Korean Corporate Governance and Firm Performance” (working paper, 12th NBER seminar on East Asian Economics, 2001). 13. Joh, “Corporate Governance and Firm Profitability,” supra note 4. See also Jae-Seung Baek, Jun-Koo Kang, and Kyung Suh Park, “Corporate Governance and Firm Value: Evidence from the Korean Financial Crisis,” Journal of Financial Economics 71 (2004): 265–313. 14. Details of Korea’s economic performance immediately prior to the crisis are in “Korea Letter of Intent to the IMF,” supra note 1. 15. For a timeline of events, see Congressional Research Service Report for Congress, The 1997–98 Asian Financial Crisis, February 6, 1998, available at http://www.fas.org/man/crs/crs-asia2.htm.

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“Hear: Geithner’s Stress Test” (podcast), Planet Money, February 25, 2009, audio available at http://www.npr.org/blogs/money/2009/02/hear_geithners_stress_test.html. 55. Department of the Treasury, TARP Standards for Compensation and Corporate Governance, June 10, 2009, available at http://www.treas.gov/press/releases/reports/ec%20ifr%20fr%20web%206.9.09tg164.pdf. 56. Stephen Labaton and Edmund L. Andrews, “Geithner Said to Have Prevailed on the Bailout,” The New York Times, February 9, 2009, available at http://www.nytimes.com/2009/02/10/business/economy/10bailout.html. 57. Department of the Treasury, TARP Standards for Compensation and Corporate Governance, supra note 55. 58. Stephen Labaton, “Treasury to Set Executives’ Pay at 7 Ailing Firms,” The New York Times, June 10, 2009, available at http://www.nytimes.com/2009/06/11/business/11pay.html. 59.

The Bankers' New Clothes: What's Wrong With Banking and What to Do About It
by Anat Admati and Martin Hellwig
Published 15 Feb 2013

Hayes (2012, 99) refers to “IBGYBG” (I’ll be gone, you’ll be gone) as a theme that underlies risk-taking incentives. 28. UBS (2008). 29. See McLean and Elkind (2004) and Hayes (2012). Wilmarth (2007) describes how cases such as those of Enron and WorldCom represented a double failure of corporate governance. In addition to the immediate corporate governance failures at the failed firms, banks experienced their own corporate governance failures as they breached their fiduciary duties and exposed themselves to massive legal and reputational risks in their rush to reap short-term profits by servicing the fraudulent schemes of Enron and WorldCom. L. McDonald (2010) gives an insider’s account of the fall of Lehman Brothers and how a short-term focus can infuse an organization’s corporate culture.

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“Banks, Markets, and the Allocation of Risks,” Journal of Institutional and Theoretical Economics 154: 328–351. ———. 2000. “On the Economics and Politics of Corporate Finance and Corporate Control.” In Corporate Governance, ed. X. Vives. Cambridge, England: Cambridge University Press. 95–134. ———. 2005. “Market Discipline, Information Processing, and Corporate Governance.” In Corporate Governance in Context: Corporations, States, and Markets in Europe, Japan, and the US, ed. K. J. Hopt, E. Wymeersch, H. Kanda, and H. Baum. Oxford, England: Oxford University Press. 379–402. ———. 2009. “Systemic Risk in the Financial Sector: An Analysis of the Subprime-Mortgage Financial Crisis.”

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Regulation would be easier to enforce if it were supported by policies allowing investors and supervisors to better monitor and control bankers’ risk taking. Making derivatives markets more transparent, for example by forcing many of them to public exchanges, would make it harder for bankers to hide the risks they are taking. Effective corporate governance is also important. If bank managers cannot be controlled by their boards and shareholders, their behavior can be particularly dangerous. Laws and regulations that promote responsible corporate governance can help reduce the conflict between those who make decisions within financial institutions and others in the economy who might be harmed but have no control. The Essential Element: Political Will Once the problems in the financial system are identified properly, much can be done to create a better system that supports the economy without subjecting all of us to excessive risks.

The Bank That Lived a Little: Barclays in the Age of the Very Free Market
by Philip Augar
Published 4 Jul 2018

By appointing Buxton as chief executive and chairman designate Barclays were defying the Cadbury Committee, an official inquiry into corporate governance, which had recently recommended that such roles be split. Buxton was warned that in due course Barclays would have to comply.11 Taylor’s successors at the Lex column regarded Buxton’s appointment as ‘perplexing’ and said he ‘must take a share of the blame for the lax cost control which has been a substantial part of Barclays’ problem.’12 Buxton did not hold both roles for long, though it was bad debts rather than corporate governance or poor cost control that precipitated further change. When the results for 1992 were released, the dividend to shareholders was cut to below the level paid in 1988 and bad debt provisions of £2.5 billion dragged the bank into loss.

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‘IN THE POO BY ’92’ From his Financial Times desk at Bracken House in the shadow of St Paul’s Cathedral and then his office in Fitzrovia, Taylor had been watching Barclays with bemusement for nearly twenty years. Thatcher’s free market economy was in full swing, institutional shareholders were demanding changes in corporate governance, yet as late as 1986, the penultimate year of Timothy Bevan’s time in the chair, Barclays seemed to be in denial. The challenges at this stage came in the corporate and retail bank rather than BZW. Competition, which had stepped up in the 1970s following the end of the cartel, intensified in the 1980s.

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Middleton, Barclays’ deputy chairman, who had seen his fair share of politics at the Treasury, took an office midway between the chairman and chief executive in an attempt to build bridges. In the end he found it easier to hold a separate weekly meeting with each one rather than have the three of them awkwardly together. Taylor liked to debate with people who would stretch him in the way that Hogg had done. For the corporate governance arrangements to work as envisaged by Cadbury, executives needed to reach out to the non-executives, and non-executives needed to commit sufficient time to understand the business. But at Barclays under Taylor and Buxton neither happened, in part because the business of banking had outgrown the means of managing it.

Unscripted: The Epic Battle for a Media Empire and the Redstone Family Legacy
by James B Stewart and Rachel Abrams
Published 14 Feb 2023

Within a year, Spreiser had clashed with Moonves, who didn’t consider her a “team player.” She and the other two women had quit, telling Shari they felt marginalized and ineffective. They felt frozen out. After their departure, CBS named five new board members, all men, and all handpicked by Sumner. Despite splitting Viacom, nothing had really changed when it came to corporate governance. * * * — Shari’s fundamental disagreement with him over Viacom, and her stubborn refusal to change her mind, remained a thorn in Sumner’s side. In an October 2006 interview on CNBC with former Disney chief executive Michael Eisner, Sumner said flatly that he had no intention of naming Shari to the chief executive position.

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(As the controlling shareholder of Viacom, National Amusements had the power to change Viacom’s and CBS’s bylaws at any time.) The rule change gave both Shari and Sumner veto power over any transaction. Viacom management was now up against its controlling shareholder. Folta denounced the move as “illegitimate” and “completely at odds with good corporate governance.” The bylaw change pretty much ended whatever chance Dauman had of selling a Paramount stake, for who would negotiate such a deal knowing that a Redstone would veto it? The likelihood of a deal had already cooled anyway, as the Chinese balked at Dauman’s $10 billion valuation and grew skeptical that Dauman had the authority to enter into a binding transaction.

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At a time when she felt she was being shunned by just about everyone, starting with the Viacom board, she was grateful to Moonves for taking her under his wing. Shari was especially pleased when Moonves gave the Los Angeles Times a statement praising her as “a terrific board member and a strong voice for good corporate governance throughout her tenure here at CBS.” Vanity Fair reported Shari had “taken center stage” at the conference and was “soaking up the spotlight.” * * * — While his mother was in Sun Valley, Tyler was deep in negotiations with Dauman. Without initially telling Shari, Tyler had opened a back channel to Dauman in early June.

Trillions: How a Band of Wall Street Renegades Invented the Index Fund and Changed Finance Forever
by Robin Wigglesworth
Published 11 Oct 2021

That attack eventually foundered on the spiky rocks of hard data. Evidence that index funds make markets more bubbly or fragile remains inconclusive at best. The newest and arguably most potent line of criticism is what the growing heft of passive investing means for corporate governance, and the implications of a strengthening industry oligopoly. The term “corporate governance” may seem dry and niche, something that only geeky lawyers might care about. But it is of vital importance. Companies enjoy immense clout in the modern world, and their biggest owners are often—and increasingly—the index funds provided by the likes of BlackRock, Vanguard, and State Street.

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The main thrust of his incendiary letter was that corporate accountability has been declining for decades, and that the rise of index funds was exacerbating it.4 Whatever their investment merits, Singer argued that they constitute lazy, inattentive owners, who encourage corporate sloth and waste that in extremis might ultimately rob the broader economy of some of its dynamism. “As more and more investable money is managed without regard to research, evaluation, corporate governance, quality of management and an actual assessment of long-term prospects, and instead is delegated to the index-constructors and the purveyors of index products, what does that trend mean for capitalism? Growth? Innovation?” he asked rhetorically.* Historically, many investment groups have in practice outsourced much of the hard but dull, unglamorous work around corporate governance to a small club of consultancies known as “proxy advisors.” The biggest by far are Glass Lewis and Institutional Shareholder Services.

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This was largely applauded at the time, as an indexing company taking a strong stance on an important cornerstone of egalitarian shareholder democracy, with every stock being worth the same. However, it is a potent example of how S&P Dow Jones and its rivals exert de facto influence over core areas of corporate governance through their setting of standards. It may have been the right choice, yet one could argue that these are areas best left to lawmakers and regulators, not private companies. Another example is Unilever’s reversal of a decision to move its headquarters from London to the Netherlands. The venerable consumer goods conglomerate believed that its dual UK-Dutch structure, an odd historical legacy of a 1929 merger between a British soap maker and a Dutch margarine producer, was an unnecessary headache.

Radical Markets: Uprooting Capitalism and Democracy for a Just Society
by Eric Posner and E. Weyl
Published 14 May 2018

They can be small and fully diversified—within as well as across industries. Or they can be large and partially diversified—not within but only across industries. We also exempt investors that opt to be purely passive (that do not engage in any corporate governance activities). Our approach can be stated as a simple rule: No investor holding shares of more than a single effective firm in an oligopoly and participating in corporate governance may own more than 1% of the market. The actual operationalization of this rule is subtle (e.g., how to define “oligopoly” and an “effective firm”). Questions concern how to address firms that operate in multiple markets, among many others.

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Because institutional investors appear to reduce competition among firms they own, they should not be permitted to own firms that are rivals within a single, concentrated industry—with exceptions where institutional investors are small or passive. Yet our policy affects issues other than competition, and we now consider its likely effects on these other areas. GOVERNANCE Beyond the competition benefits of our proposal, it would also greatly improve corporate governance. Commentators have noted that the current system of institutional-investor dominance harms corporate governances. In the words of law professors Ronald Gilson and Jeffrey Gordon: Institutional intermediaries compete and are rewarded on the basis of “relative performance” metrics that give them little incentive to engage in shareholder activism that could address shortfalls in managerial performance; such activity can improve absolute but not relative performance [of the institution].38 In other words, if a large investor spends time and resources improving the performance of Firm X, the higher stock price of Firm X benefits all owners of Firm X.

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Furthermore, our proposal could change the nature of competition between mutual funds.39 That competition at present centers primarily on fees, services, and the illusory ability of fund managers to “pick” stocks.40 If our proposal were put into effect, competition would instead focus on the quality of governance that institutional investors provide, leading to a market where competition between institutional investors would directly help solve the Berle-Means problem by holding institutional investors accountable for governing the companies they invest in to maximize returns. This is not to say that our proposal has no drawbacks for corporate governance. Some, though we would guess few, index funds might choose to opt out of governance entirely (as we allow and discuss further below), which could harm governance. By creating dominant, large, concentrated shareholders, our policy might disadvantage minority shareholders, a challenge that other reforms (including applying Quadratic Voting to corporate governance) would have to deal with. Our policy would likely make it slower and more cumbersome for institutional investors to switch the firms they invest in, which could beneficially check excessive stock picking but might also make the market somewhat less liquid (though again, other policies we advocate, like a COST, would help address this).

Deep Value
by Tobias E. Carlisle
Published 19 Aug 2014

Business strategy related activism—for example, agitating to have an over-diversified company refocus by spinningoff non-essential assets—also generated significant returns in excess of the market of 4.37 percent. Activist campaigns with no stated goal other than improving shareholder value, efficiency, or simple undervaluation, generated a return of 4.99 percent over the market. Brav et al. found that campaigns targeting capital structure and corporate governance issues generated little excess return. However, other researchers have found that corporate governance reforms led to the largest premia in a sale of the company.62 This research examined activist strategies in the context of the ends sought, finding that the activists were on average successful in achieving their specific goals. For example, activist campaigns focused on business strategy produced profitable businesses, with revenue growth, increased margins, and improved returns on assets.

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Activism focused on the capital structure increased pay-out ratios by more than 10 percent and 160% 3% 120% 2% 80% 1% 40% 0% 0% Fi –40% 13 D t-1 t-1 t-1 t-1 t-1 t-2 –1% t-2 lli ng t+ 2 t+ 4 t+ 6 t+ 8 t+ 10 t+ 12 t+ 14 t+ 16 t+ 18 t+ 20 4% t-4 200% t-6 5% 0 t-8 240% 2 6% 4 280% 6 7% 8 320% 0 Abnormal Buy-and-Hold Return 8% Share Turnover Relative to (t-100, t-40) 179 How Hannibal Profits From His Victories Abnormal Share Turnover (Right) Abnormal Buy&Hold Return (Left) FIGURE 9.1â•… Excess Buy-and-Hold Returns Around Schedule 13D Filing Source: Alon P. Brav, Wei Jiang, Randall S. Thomas, and Frank Partnoy. “Hedge Fund Activism, Corporate Governance, and Firm Performance (May 2008).” Journal of Finance, Vol. 63, pp. 1729, 2008. reduced debt. Finally, corporate governance-related activism reduced agency costs as targeted companies tended to reduce assets compared to the average target. (Recall that Michael Jensen found that agency costs lead management teams to waste excess cash flow, growing assets at the expense of profitability.)

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Boyson and Robert M. Mooradian. “Corporate Governance and Hedge Fund Activism (June 1, 2010).” Review of Derivatives Research, Vol. 14, No. 2, 2011. Available at SSRN: http://ssrn.com/abstract=992739. 59. April Klein and Emanuel Zur. “Entrepreneurial Shareholder Activism: Hedge Funds and Other Private Investors (September 2006).” AAA 2007 Financial Accounting & Reporting Section (FARS) Meeting Available at SSRN: http://ssrn .com/abstract=913362 or http://dx.doi.org/10.2139/ssrn.913362. 60. Alon P. Brav, Wei Jiang, Randall S. Thomas, and Frank Partnoy. “Hedge Fund Activism, Corporate Governance, and Firm Performance (May 2008).”

The Conservative Nanny State: How the Wealthy Use the Government to Stay Rich and Get Richer
by Dean Baker
Published 15 Jul 2006

We know this because individuals form corporations, even though it means that they have to pay a corporate income tax in addition to the income tax paid by individual shareholders.3 As a condition of gaining corporate status, the government can and does set rules for corporate governance. (For example, there are extensive rules on the rights of minority shareholders.) Rules of corporate governance could easily include provisions that put a check on runaway CEO pay. For example, it would be relatively simple to require that pay packages be periodically subject to approval by a majority of shareholders, in an election in which only the shares that are actually voted count.

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(Most corporations count shares that are not voted as supporting the management’s position.) Whether or not such rules on corporate conduct are desirable is a debatable issue, but in a world where the government by definition sets the rules for corporate governance, any set of rules necessarily involves government intervention. The nanny state conservatives would like the public to believe that the current rules of corporate governance were part of the Ten Commandments and should never be altered. In a serious national debate over economic policy, these rules must be part of the discussion. 2 Limited liability means that the shareholders in a corporation cannot be personally held liable for the debts of a corporation.

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In effect, the rules placed on corporate conduct are part of quid pro quo involved in establishing a corporation. The reason that the government allows individuals to form corporations is that it wants to facilitate economic growth, but the government will be less effective in promoting this goal if it does not put in place the right set of rules for corporate governance. As it stands, there are already extensive sets of rules regarding corporate governance. The government imposes a long list of requirements on corporations regarding issues such as financial disclosure, elections of corporate boards, and protection of minority shareholders. Most of these rules are not controversial; they are seen as laying the groundwork for the effective operation of a modern market economy.

Stolen: How to Save the World From Financialisation
by Grace Blakeley
Published 9 Sep 2019

The familiar refrain is that socialism threatens to revive the economic problems of the 1970s: union bosses and politicians using their control over inefficient corporations to hold the rest of society to ransom. Whilst this portrayal of 1970s Britain is something of a pastiche, it does have some truth to it. State ownership often did little to improve working conditions, corporate governance, or environmental objectives. Some of the largest state-owned enterprises in the world are also the most corrupt, extractive, and exploitative. Thankfully, the choice is not between corporations governed in the interests of shareholders or politicians. This is where the “democratic” in democratic socialism comes in — whether a company is nationalised, mutualised, or subject to any other form of collective ownership, workers must either be in charge of making decisions themselves, or rigorously holding other decision-makers to account.

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These pressures have been passed on to corporations via the stock market: with equities representing a significant chunk of the assets held by money managers, the pressure on corporations to meet shareholder needs for immediate returns increased.33 In some cases, rather than being responsible to a board of directors and a few disorganised shareholders, corporations have been held to ransom by “activist investors” demanding that their capital is used in the most efficient way possible. This change in corporate governance has also been reinforced and embedded by the emergence of a new ideology: shareholder value. Together, the increasing power of investors and the emergence of an ideology to support this power has led to the financialisation of the non-financial corporation: businesses are increasingly being used as piggy banks for rich shareholders.

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The reorganisation of the economy that took place in the 1980s had little to do with making the economy work better, and everything to do with changing who the economy worked for. Shareholder value became so dominant precisely because it benefitted those with the power. As a result, it quickly colonised management theory and practice, transforming corporate governance by changing managers’ incentives to ensure that they acted as reliable functionaries for the owners of capital. Contrary to the arguments of mainstream economists, this political reorganisation of the firm has made firms less efficient when it comes to their use of society’s scarce resources.

Principles of Corporate Finance
by Richard A. Brealey , Stewart C. Myers and Franklin Allen
Published 15 Feb 2014

Financial system structure What are some of the advantages and disadvantages of Japanese keiretsus? 17. Corporate governance “Globalization” means, among other things, more international trade, more direct competition among companies in different countries, and more multinational companies. Do you think that globalization will lead to a convergence in systems of corporate governance? Or do you think that international differences in corporate governance are “baked in” by history and differences in legal and financial systems? For a start in thinking about these questions, take a look at the following: R. Morck, ed., A History of Corporate Governance around the World, University of Chicago Press, 2005.

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Gale, Comparing Financial Systems (Cambridge, MA: MIT Press, 2000). M. Aoki, G. Jackson, and H. Miyajima, Corporate Governance in Japan (Oxford: Oxford University Press, 2007). J. P. Krahnen and R. H. Schmidt (eds.), The German Financial System (Oxford: Oxford University Press, 2004). R. La Porta, F. Lopez-de-Silanes, and A. Shleifer, “Corporate Ownership around the World,” Journal of Finance 54 (April 1999), pp. 471–517. For excellent discussions of corporate governance, see: M. Becht, P. Bolton, and A. Röell, “Corporate Governance and Control” in G. Constantinides, M. Harris, and R. Stulz (eds.), Handbook of the Economics of Finance (Amsterdam: North-Holland, 2003), pp. 1–109.

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In each case, define “largest” or “smallest” as total value relative to GDP. 2. Financial system structure What is a keiretsu? Give a brief description. 3. Corporate governance Do Japanese investors play an important role in corporate financial policy and governance? If not, could they? 4. Corporate governance German banks often control a large fraction of the shareholder votes for German businesses. How do they get that voting power? 5. Corporate governance What is meant by the German system of codetermination? 6. Ownership form What is the most common form of ownership of corporations worldwide? 7.

The Wisdom of Finance: Discovering Humanity in the World of Risk and Return
by Mihir Desai
Published 22 May 2017

United States: Embassy Pictures, 1968. Film; Kashner, Sam. “The Making of The Producers.” Vanity Fair, January 2004, 108–40; Tynan, Kenneth. “Frolics and Detours of a Short Hebrew Man.” New Yorker, October 30, 1978, 46–131. An excellent source for the corporate governance literature is Shleifer, Andrei, and Robert Vishny. “A Survey of Corporate Governance.” Journal of Finance 52, no. 2 (June 1997): 737–83. Some of the primary work on the agency problem includes Fama, Eugene F. “Agency Problems and the Theory of the Firm.” Journal of Political Economy 88, no. 2 (1980): 288–307; Jensen, Michael C., and William H.

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“Value Maximization, Stakeholder Theory, and the Corporate Objective Function.” Journal of Applied Corporate Finance 14, no. 3 (Fall 2001): 8–21. For my take on recent developments in the capital markets and on corporate governance, see Desai, Mihir A. “The Incentive Bubble.” Harvard Business Review 90, no. 3 (March 2012): 123–29. Other sources cited in chapter 1 on moral hazard are excellent sources for corporate governance issues as well. An excellent textbook treatment of these issues is provided in Tirole, Jean. The Theory of Corporate Finance. Princeton, NJ: Princeton University Press, 2006. For an international perspective, see La Porta, Rafael, Florencio Lopez-De-Silanes, and Andrei Shleifer.

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The fourth chapter considers what happens when the relationship between investors and the underlying productive assets they own is mediated by human beings with their own motivations. The resulting emphasis on the relationship between principals (shareholders) and agents (managers) is the problem of corporate governance—and arguably the central problem of modern capitalism. The principal-agent problem, as demonstrated by Mel Brooks’s The Producers and E. M. Forster’s A Room with a View, is also a powerful frame for situations in our life when we are, consciously or unconsciously, behaving on behalf of others.

The Innovation Illusion: How So Little Is Created by So Many Working So Hard
by Fredrik Erixon and Bjorn Weigel
Published 3 Oct 2016

International Monetary Fund, Oct. 2015. At http://www.imf.org/external/pubs/ft/weo/2015/02/pdf/text.pdf. IMF, “German-Central European Supply Chain – Cluster Report.” IMF Country Report No. 13/263. International Monetary Fund, Aug. 2013. Isaksson, Mats, and Serdar Çelik, “Who Cares? Corporate Governance in Today’s Equity Markets.” OECD Corporate Governance Working Paper No. 8. Organisation for Economic Co-operation and Development, Apr. 2013. At http://dx.doi.org/10.1787/5k47zw5kdnmp-en. Iwamoto, Masaaki, “Abandoned Homes Haunt Japanese Neighborhoods.” Bloomberg.com, July 10, 2015. At http://www.bloomberg.com/news/articles/2015-07-09/abandoned-homes-haunt-japanese-neighborhoods.

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While our own research for this book has spanned more areas than we first imagined, we have often found that we have been drawn to some special communities of scholars. The work by Luigi Zingales, Raghuram Rajan, Chad Syversen, and their colleagues at the University of Chicago Booth School of Business, has been a source of knowledge and inspiration, especially their research on finance, corporate governance, and productivity. Edmund Phelps and his colleagues at Columbia University’s Center on Capitalism and Society have provided us with thought-provoking research and opinions in the territory of economics and culture. Scholars at the George Mason University and its Mercatus Center have produced a vast reservoir of economic analyses of regulation.

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One can dispute their politics, but their insights into the economy are instructive for a contemporary student in that field. Similarly, when we have reread works by scholars like John Kenneth Galbraith, Alexander Gerschenkron, and Susan Strange, to name just three, we have been struck by their insights. Much of the recent literature on corporate governance, business development, and strategy that we have read has felt like a copy of the original thought derived from the works of Peter Drucker, Michael Porter, Henry Minzberg, Philip Kotler, and Igor Ansoff. There are several thinkers today that can be put in the same category. If you get bored by all those who just repeat the conventional wisdom about the economy and how it evolves, pick any work from these economic thinkers and you will immediately be reinvigorated: David Autor, Tyler Cowen, Deirdre McCloskey, Malcolm Gladwell, David Graeber, Deepak Lal, Joel Mokyr, Matt Ridley, Richard Sennett, Robert Solow, Lawrence Summers, Peter Thiel, and Martin Wolf.

Tomorrow's Capitalist: My Search for the Soul of Business
by Alan Murray
Published 15 Dec 2022

Friedman, “A Friedman Doctrine.” 6. Francis Fukuyama. The End of History and the Last Man. New York: Free Press, 1992. 7. “For Larry Summers, Milton Friedman Was a Devil Figure in His Youth.” Mostly Economics, August 17, 2010. 8. Ibid. 9. TBR: Statement on Corporate Governance, September 1997. https://cdn.the conversation.com/static_files/files/693/Statement_on_Corporate_Governance_Business -Roundtable-1997%281%29.pdf?1566830902. 10. Colin Mayer. Prosperity: Better Business Makes the Greater Good. Oxford: Oxford University Press, 2019. 11. Leadership Next interview, Alan Murray and Ellen McGirt with Colin Mayer. 12.

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In “The Illusory Promise of Stakeholder Governance,” he stated that stakeholder capitalism was not real—that when faced with actual decisions, CEOs don’t have an incentive to give weight to other stakeholders and therefore won’t do it.5 In follow-on research published in 2021, he found that the companies that signed the Business Roundtable statement had made few if any changes to their corporate governance guidelines, corporate bylaws, proxy statements, director pay policies, or responses to shareholder proposals as a result. His conclusion? That the Business Roundtable statement was “mostly for show.” I decided to host a debate on the topic on Fortune’s podcast Leadership Next, with cohost Ellen McGirt, pitting Bebchuk against Harvard Business School’s Rebecca Henderson, a proponent of stakeholder capitalism and author of Reimagining Capitalism in a World on Fire.6 I gave Bebchuk the first chance to speak and asked him directly, “Why do you believe this is all hot air?”

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Bebchuk pointed out that most of the CEOs who signed the BRT letter didn’t even get board approval for their actions, raising questions about the seriousness of the effort. For Bebchuk, this was a telltale sign that the letter was “largely for show.” He added, “We reviewed all their board-approved corporate governance guidelines, that public companies all have on their website. And we found that companies that are Business Roundtable statement signatories, by and large, still have guidelines that are largely reflective of a commitment to shareholder primacy.” Then Henderson, who had been listening quietly, and who consults with many companies and sits on the board of Amgen, spoke up.

Rethinking Capitalism: Economics and Policy for Sustainable and Inclusive Growth
by Michael Jacobs and Mariana Mazzucato
Published 31 Jul 2016

Stiglitz, Volume II: Information and Economic Analysis: Applications to Capital, Labor, and Product Markets, Oxford, Oxford University Press, 2013, pp. 432–46. 29 The author was a participant in some of these battles. For a more extensive discussion of them, and their consequences, see J. E. Stiglitz, Roaring Nineties, New York, W. W. Norton, 2003. There were other later battles, for example concerning say in pay and other reforms in corporate governance. For a discussion of the kinds of reforms in tax and corporate governance laws that might make a difference, see J. E. Stiglitz, Rewriting the Rules, Hyde Park, NY, The Roosevelt Institute, May 2015. 30 T. Philippon and A. Reshef, ‘Wages and human capital in the US financial industry: 1909–2006’, The Quarterly Journal of Economics, vol. 127, no. 4, 2012, pp. 1551–609. 31 D.

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It is not helpful to think of markets as pre-existing, abstract institutions which economic actors (firms, investors and households) ‘enter’ to do business, and which require them, once there, to behave in particular ways. Markets are better understood as the outcomes of interactions between economic actors and institutions, both private and public. These outcomes will depend on the nature of the actors (for example, the different corporate governance structures of firms), their endowments and motivations, the body of law and regulation and cultural contexts which constrain them and the specific nature of the transactions which take place. Markets are ‘embedded’ in these wider institutional structures and social, legal and cultural conditions.38 In the modern world, as Polanyi pointed out, the concept of a ‘free’ market is a construct of economic theory, not an empirical observation.39 Indeed, he observed that the national capitalist market was effectively forced into existence through public policy—there was nothing ‘natural’ or universal about it.40 The orthodox notion of competition between firms is equally misleading.

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Polanyi, The Great Transformation: The Political and Economic Origins of Our Time, Boston, MA, Beacon Press, 2001 [1944]. 40 As Polanyi put it: ‘The road to free markets was opened and kept open by an enormous increase in continuous, centrally organized and controlled interventionism … Administrators had to be constantly on the watch to ensure the free working of the system.’ Ibid, p. 144. 41 R. R. Nelson and S. G. Winter, An Evolutionary Theory of Economic Change, Cambridge, MA, Harvard University Press, 2009. 42 W. Lazonick and M. O’Sullivan, ‘Maximizing shareholder value: a new ideology for corporate governance’, Economy and Society, vol. 29, no. 1, 2000, pp. 13–35. 43 W. Hutton, How Good We Can Be: Ending the Mercenary Society and Building a Great Country, London, Abacus, 2015. 44 Lawrence Summers, October 1991, when Chief Economist at the World Bank; cited by M. Ellman, ‘Transition economies’, in H.

Treasure Islands: Uncovering the Damage of Offshore Banking and Tax Havens
by Nicholas Shaxson
Published 11 Apr 2011

Tax is never the individual states’ top attraction, though: Corporations paying no state taxes owe U.S. federal taxes. Two further lures have turned certain U.S. states into corporate havens. One involves usury; I will explore this in chapter 10. The other involves corporate governance, which is largely governed in the United States by state, not federal, laws. In both of these, Delaware plays a starring role. What ties all these different strands together—the tax, the secrecy, the usury specialties, and the corporate governance—is the political establishment of this tiny state, where everyone knows everyone else and Democrats and Republicans alike seem to share a uniform opinion that local laws must be shaped to satisfy corporate desires, to attract business for the state—and the rest of the world can take care of itself.

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Black, “Shareholder Activism and Corporate Governance in the United States,” New Palgrave Dictionary of Economics and the Law 3 (1998): 459–465, http://papers.ssrn.com/sol3/papers.cfm?abstract_id=45100. 36.Senate Bill No. 58, An Act to Amend Title 10 of the Delaware Code Relating to the Court of Chancery, State of Delaware Division of Corporations, http://corp.delaware.gov/sb58.shtml. 37.Matthew Goldstein, “Special Report: For Some People, CDOs Aren’t a Four-Letter Word,” Reuters, May 17, 2010. 38.Madhav Mehra, “Are We Making a Mockery of Independent Directors?” World Council for Corporate Governance, http://www.wcfcg.net/ht130304.htm, accessed August 15, 2010.

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Britain and the Netherlands began to follow the U.S. lead.11 Just before the First World War, however, New Jersey’s governor Woodrow Wilson decided to check the rampant corporate abuses that had emerged as a result of these permissive incorporation laws and put in place progressive new antitrust laws and rules to make corporate managers more accountable to shareholders, investors, and other stakeholders. So corporations flocked to neighboring Delaware, which had already set the standard to be used by tax havens thereafter, by letting corporate managers effectively write their own corporate governance rules. By 1929 two-fifths of Delaware’s income came from corporate fees and taxes, and it led the United States in incorporations, a lead it has never lost. An article in the American Law Review in 1899 noted Delaware’s efforts to win the race to relax corporate standards and called Delaware “a little community of truck-farmers and clam-diggers . . . determined to get her little, tiny, sweet, round, baby hand into the grab-bag of sweet things before it is too late.”

The Price of Inequality: How Today's Divided Society Endangers Our Future
by Joseph E. Stiglitz
Published 10 Jun 2012

In some circles, so engrained did these schizophrenic attitudes to “fairness” become that early in the Great Recession an Obama administration official could say, with a straight face, that it was necessary to honor AIG bonuses, even for the officials who had led the company to need a $150 billion bailout, because of the sanctity of contracts; minutes later he could admonish autoworkers to accept a revision of their contract that would have lowered their compensation enormously. Different corporate governance laws (even modest ones, like giving shareholders some say in the pay of their CEO)40 might have tamed the unbridled zeal of executives, but the 1 percent didn’t—and still don’t—want such reforms in corporate governance, even if they would make the economy more efficient. And they have used their political muscle to make sure that such reforms don’t occur. The forces we have just described, including weaker unions and weaker social cohesion working with corporate governance laws that give management enormous discretion to run corporations for their own benefit, have led not only to a declining wage share in national income but also to a change in the way our economy responds to an economic downturn.

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Competitive forces should also limit disproportionate executive compensation, but in modern corporations, the CEO has enormous power—including the power to set his own compensation, subject, of course, to his board—but in many corporations, he even has considerable power to appoint the board, and with a stacked board, there is little check. Shareholders have minimal say. Some countries have better “corporate governance laws,” the laws that circumscribe the power of the CEO, for instance, by insisting that there be independent members in the board or that shareholders have a say in pay. If the country does not have good corporate governance laws that are effectively enforced, CEOs can pay themselves outsize bonuses. Progressive tax and expenditure policies (which tax the rich more than the poor and provide systems of good social protection) can limit the extent of inequality.

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If monetary authorities act to keep unemployment high (even if because of fear of inflation), then wages will be restrained. Strong unions have helped to reduce inequality, whereas weaker unions have made it easier for CEOs, sometimes working with market forces that they have helped shape, to increase it. In each arena—the strength of unions, the effectiveness of corporate governance, the conduct of monetary policy—politics is central. Of course, market forces, the balancing of, say, the demand and supply for skilled workers, affected as it is by changes in technology and education, play an important role as well, even if those forces are partially shaped by politics.

The Essays of Warren Buffett: Lessons for Corporate America
by Warren E. Buffett and Lawrence A. Cunningham
Published 2 Jan 1997

Cunningham Professor of Law Director, The Samuel and Ronnie Heyman Center on Corporate Governance Benjamin N. Cardozo School of Law Yeshiva University © 1997; 1998 Lawrence A. Cunningham All Rights Reserved Includes Previously Copyrighted Material Reprinted with Permission TABLE OF CONTENTS INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 PROLOGUE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 I. CORPORATE GOVERNANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . A. B. C. D.

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It won't be too long before the query becomes: "What happens to this place if you don't get hit by a truck?" Such questions, in any event, raise a reason for me to discuss corporate governance, a hot topic during the past year. In general, I believe that directors have stiffened their spines recently and that shareholders are now being treated somewhat more like true owners than was the case not long ago. Commentators on corporate governance, however, seldom make any distinction among three fundamentally different manager/owner situations that exist in publicly-held companies. Though the legal responsibility of directors is identical throughout, their ability to effect change differs in each of the cases.

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But he notes that he benefited enormously from Graham's intellectual generosity and believes it is appropriate that he pass the wisdom on, even if that means creating investment competitors. To that end, my most important role has been to organize the essays around the themes reflected in this collection. This introduction to the major themes encapsulates the basics and locates them in the context of current thinking. The essays follow. CORPORATE GOVERNANCE For Buffett, managers are stewards of shareholder capital. The best managers think like owners in making business decisions. 8 CARDOZO LAW REVIEW [Vol. 19:1 They have shareholder interests at heart. But even first-rate managers will sometimes have interests that conflict with those of shareholders.

The Age of Turbulence: Adventures in a New World (Hardback) - Common
by Alan Greenspan
Published 14 Jun 2007

The public, already suspicious of business ethics (if it doesn't consider the term an outright oxymoron), was not, I feared, prepared to accept revelations undercutting widely held beliefs about the way corporations were governed. Much of the corporate governance practices of myth have long since been displaced by the imperatives of a modern economy. Throughout the nineteenth and early twentieth centuries, shareholders, in many instances controlling shareholders, actively participated in governing U.S. corporations. They appointed the board of directors, who in turn hired the CEO and other officers and, in general, controlled the strategies of the company. Corporate governance had the trappings of democratic representative government. But ownership diffused over the following generations, and the managerial and entrepreneurial skills of company founders were not always inherited by their offspring.

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Only rarely was the management of reasonably profitable corporations challenged. Imperceptibly corporate governance moved from shareholder control to control by the CEO. Aside from the outspoken concern of a few academics, the change occurred quietly and largely by default. As shareholders became ever less engaged, the CEOs began to recommend slates of directors to shareholders, who were soon rubber-stamping 424 More ebooks visit: http://www.ccebook.cn ccebook-orginal english ebooks This file was collected by ccebook.cn form the internet, the author keeps the copyright. CORPORATE GOVERNANCE them. Periodically this paradigm went astray when a company or its management got into trouble.

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But the discipline of the marketplace in the United States, for one, is sufficiently rooted in a rule of law to limit these aberrations. It is instructive that despite the egregious breaches of trust by some of America's business and financial leaders in recent decades, productivity growth, an important metric of corporate efficiency, between 1995 and 2002 accelerated. I will have more to say on corporate governance in chapter 23. What can history tell us about the stability of economic cultures over the generations? What does it suggest about culture's impact on future outcomes? Today, America's culture is much changed from what it was at our founding, though it remains rooted in the values of our Founding Fathers.

Women Leaders at Work: Untold Tales of Women Achieving Their Ambitions
by Elizabeth Ghaffari
Published 5 Dec 2011

Interestingly—and luckily—enough, the first big assignment they asked me to do at the start of 1998 was to manage some research into corporate governance. PW had won a contract to research and write a corporate governance book. At that time, Canada had some of the leading governance standards in the world, with the Dey Report.1 So the partners thought I would be perfect to undertake this international governance research project. In the end, we produced two books, Corporate Governance and the Board—What Works Best and the second edition of Audit Committee Effectiveness—What Works Best. We issued both books in 2000.

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That was not palatable because I really love working in the US—once I adapted to the different business culture. We moved to New Jersey at the start of 1995. ___________________ 1 The Dey Report, also known as The Toronto Report, is a study of Canadian corporate governance. It is completed by the Toronto Stock Exchange (TSX) committee, chaired by Peter Dey. The report contains fourteen recommendations to assist TSX-listed companies in their approach to corporate governance. Quite honestly, once I became more of an expert in governance, then I did have something original to say and contribute—something that other people weren't saying in meetings. So I became a lot more confident and comfortable with my contributions.

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Also, there were new rules from the New York Stock Exchange and NASDAQ that had a fundamental and transformational impact on boards of directors. As a result, there was a stronger case for me to make partner, focusing on corporate governance. In our firm, we don't view partnership as a promotion following a period of excellent service. Instead, it's an admission to the partnership. There needs to be a carefully articulated business case as to why someone should be a partner, what value they bring to the firm, and why they need to be a partner to bring that value forward. When I made partner, I made it with a corporate governance business case, which was unique. In many ways, I'm a bit of an unusual creature in that much of my business case related to enhancing PwC's thought leadership around governance, as well as building and improving high-value relationships with boards of directors and audit committees.

Palace Coup: The Billionaire Brawl Over the Bankrupt Caesars Gaming Empire
by Sujeet Indap and Max Frumes
Published 16 Mar 2021

They were accused of “maliciously and repeatedly” making “unfounded threats,” “bogus allegations,” and “false statements” meant to “bloody up” Caesars. Yet the most interesting aspect of the lawsuit was not the allegations, but rather the plaintiffs. The Caesars parent company, controlled by Apollo and TPG, naturally initiated the suit. But, surprisingly, the OpCo joined the lawsuit as well. Apollo and Paul, Weiss, now attuned to the corporate governance controversy surrounding Caesars, had just appointed Ronen Stauber and Steve Winograd as the first-ever independent directors to the OpCo board. Among their first acts, Stauber and Winograd began an investigation into the Caesars asset transfers to determine if there had been any fraud or misconduct.

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Ira had served a stint in the Antitrust Division in the Department of Justice in the early 1950s before landing at Weil, helping turn the once-Jewish firm into a powerhouse that competed toe-to-toe with the old-line WASP firms that represented Wall Street and Fortune 500 clients. Millstein counseled the likes of General Electric and Westinghouse. Like his contemporaries Marty Lipton and Joe Flom, Ira Millstein became a leading thinker and voice on corporate governance. And by the early 1980s, he was imposing enough to make life difficult for his son. Jim Millstein at first did not contemplate a career in law. After graduating from Princeton, he went to graduate school at Berkeley to get a PhD in political theory. But he soon discovered that even with his top-notch CV, the odds of getting a full-time faculty position were slim.

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Still, it was an attempt at independent fact-finding where all sides had the chance to make their case to Davis. And Davis, who had spent the previous year hearing Apollo’s version of events, ended up buying very little of it. The findings in the report were not just about Apollo and TPG selling casinos cheaply to themselves. Rather, Davis developed an intricate narrative about a massive corporate governance failure driven by Apollo. The Caesars OpCo, according to Davis’s analysis, had been insolvent since the end of 2008, the year the buyout closed. Once in this so-called “zone of insolvency,” the OpCo legally deserved a board of directors distinct and independent from the Caesars parent board—dominated by Apollo and TPG—to safeguard the interests of creditors.

The Cult of We: WeWork, Adam Neumann, and the Great Startup Delusion
by Eliot Brown and Maureen Farrell
Published 19 Jul 2021

But once WeWork’s IPO prospectus landed, everything changed. Potential investors and even executives at Mubadala and Kazakhstan’s funds started to ask SoftBank pointed questions about Adam Neumann and WeWork’s corporate governance. “Every conversation would immediately digress into WeWork,” said one attendee of the fund-raising meetings. When employees of Kazakhstan’s fund started grilling advisers to the Vision Fund about WeWork’s corporate governance, they were disheartened. In these advisers’ view, the former Soviet republic’s own fund didn’t have much in the way of governance. Yet these employees of the Kazakhstan fund were so moved by WeWork that they felt a need to call out such flaws in a flashy American startup

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* * * — As Neumann’s staff was toiling to clean up the company over the spring and summer of 2019 to make it look appealing to public market investors, the CEO was effectively doing the opposite. He was obsessing over new tools that would give him more money and more power—tools that would ultimately act as repellents to investors. WeWork had already gained some notoriety for its lax corporate governance. Stories in The Wall Street Journal earlier in the year on Neumann’s ownership of buildings leased to WeWork and the company’s investments in his personal interests—like surfing and an elementary school—had painted a picture of a CEO who was prioritizing himself over the company. Grabbing even more power just wouldn’t be a good look.

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Neumann started to grow colder to her, gradually stripping away her duties overseeing operations, leaving her largely to focus on the IPO. As the S-1 drafts continued, staff frequently heard the two screaming at each other in his or her office, voices booming through the glass walls. She winced as Neumann pushed to weaken the already lax corporate governance she’d created for him. Very late in the game, she was waking up to the fact that what was good for Neumann wasn’t necessarily good for WeWork. She tried small-scale moves—to little effect. Berrent scheduled what she called “governance week” for the IPO team, hoping that Bruce Dunlevie and other board members would fly in to coax Neumann to back down from some of his more questionable moves.

Winner-Take-All Politics: How Washington Made the Rich Richer-And Turned Its Back on the Middle Class
by Paul Pierson and Jacob S. Hacker
Published 14 Sep 2010

The third problem with the skeptical response goes even deeper: The skeptics suggest that the only way government can change the distribution of income is through taxation and government benefits. This is a common view, yet also an extraordinarily blinkered one. Government actually has enormous power to affect the distribution of “market income,” that is, earnings before government taxes and benefits take effect. Think about laws governing unions; the minimum wage; regulations of corporate governance; rules for financial markets, including the management of risk for high-stakes economic ventures; and so on. Government rules make the market, and they powerfully shape how, and in whose interests, it operates. This is a fact, not a statement of ideology. And it is a fact that carries very big implications.

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In that year, the average CEO of the 350 largest publicly traded companies made more than $12 million per year.41 Once again, the standard story is that top executives earn what they earn because they are so much more valuable to companies than they once were. Government has been a bystander as market forces have benignly played out. Once again, however, the standard story is wrong. Executive pay is set in a distorted market deeply shaped by public policy. CEOs have been able to take advantage of a corporate governance system that allows them to drive up their own pay, creates ripe conditions for imbalanced bidding wars in which executives hold the cards, and prevents all but the most privileged insiders from understanding what is actually going on. These arrangements are no accident. Over the last generation—through both changes in public policy and the failure to update government regulations to reflect changing realities—political leaders have promoted a system of executive compensation that grants enormous autonomy to managers, including significant indirect control over their own pay.

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Defenders of American arrangements argue that they are in the best interests of shareholders.44 By negotiating with executives on behalf of the diffuse interests of those owning stock, this argument goes, boards of directors act as faithful defenders of shareholder value. Many of those who study how this process actually works are more doubtful. Looking at corporate governance in a number of rich democracies, the political economists Peter Gourevitch and James Shinn argue that a better description is “managerism,” a system in which managerial elites are in a strong position to extract resources.45 The financier John Bogle has contended that instead of an “ownership society” in which managers serve owners, the United States is moving toward an “agency society” in which managers serve themselves.46 Two of the nation’s leading experts on corporate compensation, Lucian Bebchuk and Jesse Fried, provide many findings more consistent with a “board capture” view than a “shareholder value” perspective.

Democracy and Prosperity: Reinventing Capitalism Through a Turbulent Century
by Torben Iversen and David Soskice
Published 5 Feb 2019

We are deeply grateful to her as well as to the participants in the seminar. For continuing discussion of macroeconomics, as well as the financial crisis and the extended recession, we thank Wendy Carlin, and also David Hope, very warmly. We are very grateful to Ciaran Driver for advice on innovation and corporate governance, as well as highly pertinent comments on advanced capitalism more generally. Economic geography plays a major role in the book, and we have been extremely fortunate to have interacted over some time with the exceptional group of economic geographers associated with the LSE, most notably Michael Storper, Simona Iammarino, Neil Lee, and Thomas Kemeny.

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When the threshold into a modern economy is passed, the mutually beneficial, and reinforcing, relationship between advanced capitalism and government takes the following form: Governments provide and/or underwrite an institutional framework which enables advanced sector companies to develop and carry forward their comparative advantages—we see the provision of the conditions in which advanced capitalism can flourish as a central function of advanced governments. This institutional framework covers a wide range of areas, which notably include education, vocational training and higher education, technology transfer and innovation systems, regulation of skilled labor markets and industrial relations, corporate governance and markets for corporate control, those aspects of the welfare state relevant to advanced capitalism (its insurance but not redistributive functions), trade, competition and intellectual property policy, and the macroeconomic regime. Politically, what sustains the equilibrium is a large electoral constituency of educated workers attaching importance to the competence of government parties in managing the institutions promoting successful advanced capitalism.

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The Puzzle of Varieties of Advanced Capitalism in an Age of Globalization A large literature, mainly in economics, has been devoted to the idea that there is a single optimal way—a best practice—of organizing economies to pursue growth or maximize GDP. At various stages, especially in the 1980s and 1990s, the OECD, the World Bank, and the IMF propagated these beliefs, sometimes referred to as the Washington Consensus.20 It might have been expected that advanced capitalist democracies would have seen convergence, especially in corporate governance, labor market rules, as well as institutions playing roles in training and in technology transfer. Moreover, advanced companies face broadly similar conditions in international product and financial markets, and with respect to overseas direct investment. But that has not generally been the case, despite major relaxation of government rules in the last quarter-century and despite the fact that companies are free to move (Hall and Soskice 2001).

Secrets of Sand Hill Road: Venture Capital and How to Get It
by Scott Kupor
Published 3 Jun 2019

So VCs will want to ensure that any such expansion is really likely to increase the value of the company as a way to offset the percentage ownership dilution they will feel in the short term. 4. Maintaining Compliance and Good Corporate Governance We are going to explore the various legal duties of board members in chapter 13, but recall that we talked earlier about how the directors and officers generally want to protect themselves from taking on personal liability for any legal mishaps of the company. That’s a good goal, but it requires that the board operate consistent with its legal duties and maintain good corporate governance. So an important role of the board is to simply meet on a regular and consistent basis to keep members informed of the business, enabling them to act in a manner that is consistent with their fundamental role of increasing long-term shareholder value for the common stock and, particularly in the case where the value doesn’t materialize, protect themselves against personal liability.

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So I’m sorry to throw a wet blanket on the heroic journey of starting a new company by kicking it off with a visit to your lawyer’s office, and by talking about things like tax and governance. But it’s critical to the health of your future company to understand how to set up your business. So let’s eat our broccoli together. The first part of this chapter is going to focus on some of the tax and corporate governance implications of how many entrepreneurs choose to set up their businesses. It is admittedly a US-centric view of these issues, so, in the interest of transparency for any non-US readers, you may want to consider whether this first section is relevant to your entrepreneurial journey. For the US audience, I offer no such hall pass.

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The selection process here calls for the independent to be approved by the other two board directors. If you take a step back, this is a pretty fair and even configuration of the board—the common shareholders are represented by the CEO, the preferred are represented by VCF1, and we have an ostensibly neutral third party who has no pecuniary interests in the company. Most corporate governance experts would view this as a balanced board. But this isn’t what the boards always look like. In more recent times, some founders have insisted on having what’s called a “common-controlled” board, meaning that there are more board members representing the common shareholders than other classes of shareholders.

The Corporation: The Pathological Pursuit of Profit and Power
by Joel Bakan
Published 1 Jan 2003

Though solutions to this problem must ultimately be democratically fashioned by "the people," not by a law professor sitting in front of his computer, I do want to conclude with some general thoughts about how we might move forward. To begin with, tinkering with corporate governance is not enough. Though post-Enron proposals for the reform of corporate governance and measures such as those found in the Sarbanes-Oxley Act are likely to strengthen managers and directors' accountability to investors, they will do little to improve corporate accountability to society as a whole. Broader reforms, such as tighter restrictions on acquisitions and mergers , representation of stakeholders (union representatives, for example) on boards of directors, and laws that permit or require executives to consider stakeholder interests in their business decisions (so-called constituency statutes), though desirable, are unlikely to strengthen corporations ' accountability to society in significant ways.

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Even modest reforms-such as, for example, a law requiring companies to list employee stock options as expenses in their financial reports, which might avoid the kind of misleadingly rosy financial statements that have fueled recent scandals '-seem unlikely from a U.S. federal government that has failed to match its strong words at the time of the scandals with equally strong actions. Though the Sarbanes-Oxley Act, signed into law in 2002 to redress some of the more blatant problems of corporate governance and accounting, provides welcome remedies, at least on paper,' the federal government's general response to corporate scandals has been sluggish and timid at best. What is revealed by comparing that response to the English Parliament's swift and draconian measures of 1720 is the fact that, over the last three hundred years, corporations have amassed such great power as to weaken government 's ability to control them.

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[and] most corporations did not have offices in Washington, did not have lobbyists here."32 Today, all major corporations have offices in the nation's capital, as do the numerous industry groups, think tanks, and lobby organizations that represent their collective interests. Another significant change in corporate-government relations since the 1970s has been the expanded role and influence of corporate donations within the electoral system. In the mid-1970s the Supreme Court extended First Amendment constitutional protection to corporate financing of elections, a decision that opened the door to corporations' near-complete takeover of the electoral process."

The End of Loser Liberalism: Making Markets Progressive
by Dean Baker
Published 1 Jan 2011

Millions of manufacturing jobs disappeared in the late 1990s and 2000s, even before the recession, as a result of a second surge in the value of the dollar starting in 1997. This has all had the effect of weakening unions – once heavily concentrated in manufacturing – and putting downward pressure on wages in major sectors such as the auto and steel industry. Corporate governance The rules on corporate governance also play an important role in the upward redistribution of income. As the practice stands now, the top management of major corporations is in a position to pick the board of directors, who then decide the salaries of top management. To ensure that directors will be loyal, they are offered annual compensation in the hundreds of thousands of dollars to attend four to eight meetings a year.

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It is unfortunate that the tax will also hit ordinary transactions by average people, but it’s hard to see why it is okay (in many states) to tax food but not to tax checking account fees or credit card penalties. Corporate governance, the much-overlooked cesspool It is remarkable that conservatives, who are inherently suspicious of governmental institutions, tend to pay little attention to the structure of corporate governance. Just as governments at all levels offer the opportunity for corruption, so do corporations. The big difference is that corporate managers – unlike their counterparts in government – operate largely in secret, control many of the rules under which they are re-elected, and make payoffs (in the form of directors’ fees) to the people who determine their salaries.

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(We may be concerned about corporate stakeholders other than shareholders as well, but it would be a big step forward to have a pay structure that at least protected shareholders.) But the boards that set pay are working for the CEOs, not the shareholders, and so outsized pay packages are likely to persist unless there are major changes in the rules of corporate governance.[97] The outlandish CEO pay packages of today are a relatively new development. While CEOs have always been well paid, the ratio of executive compensation to the average worker’s pay was in the range of 25 or 30 to 1 as recently as the 1970s, which would put CEO compensation in the area of $1.5-$2.0 million.

Blockchain Revolution: How the Technology Behind Bitcoin Is Changing Money, Business, and the World
by Don Tapscott and Alex Tapscott
Published 9 May 2016

After all, he argues, “Who is going to invest in a company that shows you what’s going on quarterly, compared to one that shows you what’s going on all the time?”67 Will investors demand triple-entry accounting to meet corporate governance standards? It’s not a far-fetched question. Many institutional investors, such as the California Public Employees’ Retirement System, have developed strict corporate governance standards, and will not invest in a company unless those standards are met.68 Triple-entry accounting could be next. Triple-Entry Accounting: Privacy Is for Individuals, Not Corporations Triple-entry accounting is not without skeptics.

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Inclusion Designing the Future PART II: Transformations CHAPTER 3: Reinventing Financial Services A New Look for the World’s Second-Oldest Profession The Golden Eight: How the Financial Services Sector Will Change From Stock Exchanges to Block Exchanges Dr. Faust’s Blockchain Bargain The Bank App: Who Will Win in Retail Banking Google Translate for Business: New Frameworks for Accounting and Corporate Governance Reputation: You Are Your Credit Score The Blockchain IPO The Market for Prediction Markets Road Map for the Golden Eight CHAPTER 4: Re-architecting the Firm: The Core and the Edges Building ConsenSys Changing the Boundaries of the Firm Determining Corporate Boundaries CHAPTER 5: New Business Models: Making It Rain on the Blockchain bAirbnb Versus Airbnb Global Computing: The Rise of Distributed Applications The DApp Kings: Distributed Business Entities Autonomous Agents Distributed Autonomous Enterprises The Big Seven: Open Networked Enterprise Business Models Hacking Your Future: Business Model Innovation CHAPTER 6: The Ledger of Things: Animating the Physical World Power to the People The Evolution of Computing: From Mainframes to Smart Pills The Internet of Things Needs a Ledger of Things The Twelve Disruptions: Animating Things The Economic Payoff The Future: From Uber to SUber Hacking Your Future for a World of Smart Things CHAPTER 7: Solving the Prosperity Paradox: Economic Inclusion and Entrepreneurship A Pig Is Not a Piggy Bank The New Prosperity Paradox Road Map to Prosperity Remittances: The Story of Analie Domingo Blockchain Humanitarian Aid Safe as Houses?

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Insuring Value and Managing Risk—protect assets, homes, lives, health, business property, and business practices, derivative products Using reputational systems, insurers will better estimate actuarial risk, creating decentralized markets for insurance. More transparent derivatives Insurance, risk management, wholesale banking, brokerage, clearinghouses, regulators 8. Accounting for Value—new corporate governance Distributed ledger will make audit and financial reporting real time, responsive, and transparent, will dramatically improve capacity of regulators to scrutinize financial actions within a corporation Audit, asset management, shareholder watchdogs, regulators blockchain would transform her business as the Internet transformed other industries: “I would take it about as seriously as you should have taken the concept of the Internet in the 1990s.

The New Snobbery
by David Skelton
Published 28 Jun 2021

INDEX Adams, Gladstone 1 Alipoor, Javaad 1 Ant and Dec 1 Arts Council 1 Arts and Humanities Research Council 1 Ashcroft, Lord 1 associative mating 1 Atlas Shrugged (Rand) 1 Attlee, Clement 1, 2, 3 Bale, Tim 1 banking crisis (2008) 1 BBC coverage of EU referendum 1 diversity targets in 1 identity politics/wokeism in 1 middle-class dominance of 1 working-class representation in 1 Bevin, Ernest 1 Beyond the Red Wall (Mattinson) 1 Blair, Tony 1, 2, 3 Bloodworth, James 1, 2 Blue Labour 1 Bohonos, Jeremy 1 Bourdieu, Pierre 1, 2 Brahminisation of Social Democratic parties 1 Brecht, Bertolt 1 Brennan, Jason 1 British Library 1, 2 British Medical Journal 1 British Museum 1 British Social Attitudes Survey 1, 2 Brooks, David 1, 2, 3 Brown, Gordon 1, 2 Buerk, Michael 1 Burchill, Julie 1 Bush, Vannevar 1 Butler, Dawn 1 Cable, Vince 1 Cameron, David 1, 2, 3, 4 Carry On films 1 Cartoon Museum 1 Cass, Oren 1 Cedefop polls 1 Centre for Cities 1 Chamberlain, Joseph 1 Change UK 1 Channel 4 News 1 Chartered Institute of Personnel and Development 1 Churchill, Winston 1, 2 Class Ceiling, The (Friedman and Laurison) 1 Clegg, Nick 1 Clinton, Bill 1 community building 1 Conservative Party economic policies of 1 membership of 1 pro-worker politics 1 quango appointments 1 on social issues 1 values of 1 working-class support for 1, 2 corporate governance 1 Countryfile 1 Covid pandemic 1, 2, 3, 4, 5, 6 Cowley, Tim 1 Cruddas, Jon 1 cultural capital 1 culture and cultural capital 1 and ‘four lads’ meme 1 and identity politics/wokeism 1 middle-class domination of 1 as national unifier 1 pro-worker policies 1, 2 representation of working class 1, 2 working-class values in 1 Davie, Tim 1, 2, 3 Davis, Andrew 1 Deneen, Patrick 1 dignity of work 1 Disraeli, Benjamin 1, 2, 3 Durham University 1 economics and corporate governance 1 and Covid pandemic 1 decline of skilled work 1 and dignity of work 1 impact of changes on working class 1 industrial policies 1 inevitability of change 1 investment in workers 1 and meritocracy 1 pro-worker policies 1, 2, 3 revival of manufacturing 1 and shareholder value theory 1 and social mobility 1 wage stagnation 1, 2, 3, 4 Economist, The 1 education and access to professions 1 David Skelton’s experience of 1 and identity politics/wokeism 1 pro-worker policies 1, 2 reinforcement of class divide after 1 universities in 1, 2 and vocational/technical education 1, 2 white working-class children in 1 working class let down by 1, 2 Eliot, T.

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Ensuring that government protects early-stage innovation and incentivises innovation in post-industrial areas. Making growth in median wages a core economic goal. Developing a network of strong and area-limited local banks. Repairing the dignity of work. Deepening the partnership between workers and businesses and institutionalising it in corporate governance. Putting vocation and skill at the heart of our education system. Building strong and active communities. 1. Prioritising Government Spending on Those Areas in Need of an Uplift and Placing the Resources of Whitehall at the Service of Local Communities A new economic settlement, harnessed within a strategy of levelling up and having the industrial capacity to be a global leader in advanced manufacturing, as well as the pursuit of a net-zero economy, should run through everything the government does, with the resources and the cohesive vision to go with it.

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Measures to increase the dignity of unskilled work, the sense of control that low-paid workers have over their working lives and the ability for all workers to progress should be an important part of a new economic settlement. 8. Deepening the Partnership Between Workers and Businesses and Institutionalising It in Corporate Governance An economic settlement that regards the economy as a partnership between workers, businesses and communities should mean that all jobs come with the kind of rewards and security that enable people to play a role in their local communities and spend time with their families. This should look to break the cycle where precarious employment also results in greater levels of stress and illness amongst low-paid workers.

What Happened to Goldman Sachs: An Insider's Story of Organizational Drift and Its Unintended Consequences
by Steven G. Mandis
Published 9 Sep 2013

Appendix E Goldman’s History of Commitment to Public Service Figures E-1 and E-2 highlight key milestones demonstrating Goldman’s long-standing commitment to public service and corporate citizenship.1 FIGURE E-1 Goldman document listing its commitment to public service Source: Goldman Sachs, www.goldmansachs.com/investor-relations/corporate-governance/corporate-governance-documents/culture.pdf. FIGURE E-2 Goldman document showing a timeline of public service projects Source: Goldman Sachs, www.goldmansachs.com/investor-relations/corporate-governance/corporate-governance-documents/culture.pdf. Appendix F Key Goldman People Following is a list of key Goldman people who are mentioned in this book: the Weinbergs and others who formerly ran the firm, those currently running the firm, and other former executives.

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Goldman hired people who were accustomed to excelling, who had done so all their lives—in the classroom, on the playing field, in almost any endeavor they attempted. No one was used to failing. 41. Cohan, Money and Power, 225. 42. Ellis, The Partnership, 187. 43. Harper and Choudhury, “Sidney Weinberg.” 44. In Gatekeepers: The Professions and Corporate Governance (Oxford, UK: Oxford University Press, 2006, 2, 3), John Coffee studied the role played by gatekeepers in corporate governance in acting as “a reputational intermediary to assure investors as to the quality of the ‘signal’ sent by the corporate issuer.” Gatekeepers include securities analysts, auditors, attorneys, investment bankers, credit rating agencies, and so on.

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I worked closely with partners and senior partners, and it was a relatively flat organization, so I doubt that the behavior or culture was much different at other levels. My interviews with partners, clients, and competitors, along with news articles at the time, support that view. Chapter 3 1. http://www.goldmansachs.com/investor-relations/corporate-governance/corporate-governance-documents/culture.pdf. 2. Interdependence exists within an organization when the actors are tied together in a meaningful manner. In Goldman’s case, there was financial interdependence among partners, who shared in one another’s profits and losses, trading risks, and reputation risks.

Vulture Capitalism: Corporate Crimes, Backdoor Bailouts, and the Death of Freedom
by Grace Blakeley
Published 11 Mar 2024

Farhad Manjoo, “What BlackRock, Vanguard and State Street Are Doing to the Economy,” New York Times, May 12, 2022, https://www.nytimes.com/2022/05/12/opinion/vanguard-power-blackrock-state-street.html; Lucian A. Bebchuk and Scott Hurst, “Big Three Power, and Why It Matters,” Harvard Law School Forum on Corporate Governance, December 13, 2022, https://corpgov.law.harvard.edu/2022/12/13/big-three-power-and-why-it-matters/. 120. For a discussion see Brett Christophers, Our Lives in Their Portfolios: Why Asset Managers Own the World (London: Verso, 2023). 121. Harvard Law School Forum on Corporate Governance, “Big Three Power, and Why It Matters.” 122. “How to Think about the Unstoppable Rise of Index Funds,” The Economist, October 16, 2021, https://www.economist.com/finance-and-economics/2021/10/16/how-to-think-about-the-unstoppable-rise-of-index-funds. 123.

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Without democracy in the realm of production, large corporations and financial institutions are able to wield unaccountable power of the kind that would be the envy of even the most authoritarian state. This creates a curious kind of “unfreedom” that pervades even nominally democratic societies. While citizens are assumed to be capable of voting in democratic elections, when they arrive at work they become the “subjects of a despotic corporate government”24—and the only alternative to obedience is destitution. While some may argue that they are constrained by democratic processes, today’s megacorporations are in fact extremely well placed to overcome these pressures and influence state policy in their favor. As Thorstein Veblen observed decades ago, the competitive process naturally creates incentives to try to change the rules to one’s own advantage.25 So, over time, the rules of the market game we’re all supposed to be playing come to favor the interests of the powerful.

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Rising monopoly power has been linked to rising national and international inequality, a global race to the bottom on tax, declining innovation, falling wages, regulatory capture, and even the erosion of democracy.95 Concern about these problems is not confined to progressives: ardent defenders of capitalism can frequently be found lamenting the problems created by corporate concentration.96 But the solutions they offer—from more stringent antitrust law to better corporate governance—fail to cut to the heart of the issue. Monopolization is as central to capitalism as profit maximization: you can’t have one without the other. Marx’s understanding of the capitalist firm allowed him to show that what he called centralization—the concentration of production into a smaller number of larger corporations—was an inherent part of the development of capitalism.97 As production becomes more technologically advanced, the amount a business needs to invest to commence operations increases.98 Building a factory from scratch requires more investment today than it did a hundred years ago because you need more technology to compete with incumbents.

The Great Divide: Unequal Societies and What We Can Do About Them
by Joseph E. Stiglitz
Published 15 Mar 2015

The policies that I propose in The Price of Inequality follow directly from my diagnosis of the sources of inequality: at the top, excessive financialization, abuses of corporate governance that lead CEOs to take a disproportionate share of corporate profits, and rent seeking; in the middle, the weakening of unions; at the bottom, discrimination and exploitation. Creating good financial regulations, better systems of corporate governance, and laws that curb further discrimination and predatory lending practices would all help. So too would campaign-finance and other political reforms that would curb opportunities for rent seeking by those at the top.

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There should have been tougher enforcement of antitrust laws. Banks were allowed to grow to be too big to fail—or too big to be managed. And such banks have perverse incentives. When it’s heads I win, tails you lose, too-big-to-fail banks have incentives to engage in excessive risk taking. Corporate governance laws, too, are partly to blame. Regulators and investors should have been aware of the risks that the peculiar incentive structures engendered. These did not even serve shareholder interests well. In the aftermath of the Enron and WorldCom scandals, there was much discussion of the need for reform, and the Sarbanes-Oxley Act represented a beginning.

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Investments in infrastructure and technology will stimulate the economy in the short run and enhance growth in the long run. 4. Restore confidence through regulatory reform. Underlying the problems are banks’ bad decisions and regulatory failures. These must be addressed if confidence in our financial system is to be restored. Corporate governance structures that lead to flawed incentive structures designed to generously reward CEOs should be changed and so should many of the incentive systems themselves. It is not just the level of compensation; it is also the form—nontransparent stock options that provide incentives for bad accounting to bloat up reported returns. 5.

Our Lives in Their Portfolios: Why Asset Managers Own the World
by Brett Chistophers
Published 25 Apr 2023

Schwarzman’, 17 September 2019 – at themiddle market.com. 19 L. A. Bebchuk and S. Hirst, ‘Index Funds and the Future of Corporate Governance: Theory, Evidence, and Policy’, Columbia Law Review 119: 8 (2019), 2029–146, at p. 2077. On BlackRock, Vanguard and State Street’s general lack of engagement with portfolio companies in which their index funds own minority stakes, see also D. Heath, D. Macciocchi, R. Michaely and M. C. Ringgenberg, ‘Do Index Funds Monitor?’, Review of Financial Studies 35: 1 (2022), 91–131. 20 B. Braun, ‘Asset Manager Capitalism as a Corporate Governance Regime’, in J. S. Hacker, A. Hertel-Fernandez, P. Pierson and K. Thelen, eds, The American Political Economy: Politics, Markets, and Power (Cambridge: Cambridge University Press, 2022), pp. 270–94. 21 It was announced in mid 2022 that DIF would be selling its stake to its co-shareholders, but at the time of this writing the necessary third-party approvals for the deal to proceed had not been provided. 22 G.

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Solomon, The Promise and Perils of Infrastructure Privatization (New York: Palgrave Macmillan, 2009), pp. 57–62. 22 Haigh, ‘Who’s Afraid of Macquarie Bank?’. 23 Walker, ‘Carlton’s Other Mr Business’. 24 Cited in ibid. 25 J. Hill, ‘Institutional Investors and Corporate Governance in Australia’, in T. Baums, R. M. Buxbaum and K. J. Hopt, eds, Institutional Investors and Corporate Governance (Berlin: Walter de Gruyter, 1994), pp. 591–2. 26 B. Dunstan, ‘Infrastructure Lifts Off’, Australian Financial Review 16 (November 1994). 27 Cited in Capon, ‘Road More Traveled’. 28 Cited in K. Maley, ‘And the Next Champion Will Be – Infrastructure’, Australian Financial Review, 9 October 1996. 29 M.

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Second, it is not just BlackRock that owns 5–10 per cent of every major publicly listed corporate residential landlord: so too, almost certainly, do Vanguard and State Street, the other two of the so-called ‘Big Three’ universal owners, who between them now own more than 20 per cent of the average S&P company.35 That these three own significant stakes in all major publicly listed corporations, not just in the housing sector but across the whole economy, such that common ownership dovetails with universal ownership, has its own special implications, not least relating to corporate governance – but such implications are not the concern of this book.36 … to Asset-Manager Society When, in the 1980s, asset managers first started investing in ‘real’ (as opposed to just financial) assets on a significant scale, the initial locus of that investment was real estate – specifically, commercial real estate.

The Unknowers: How Strategic Ignorance Rules the World
by Linsey McGoey
Published 14 Sep 2019

‘When superiors put substantial pressure on their subordinates to achieve aggressive goals, and don’t check up on just how those subordinates accomplish those goals, something sinister can happen,’ he suggested. ‘News International should be seen as a rogue organization, not an organization with rogue reporters buried deep inside.’22 Suzanne Young, a management scholar at La Trobe University, agrees. Taking responsibility for underlings’ actions is ‘Corporate Governance 101,’ she said. ‘As anybody with a basic understanding of corporate governance will tell you, the buck ultimately stops with the chairman and chief executive.’23 And yet, by calling News Corp a rogue organization, the implication is that the system that surrounding it is not rogue, that it’s this particular company that is dysfunctional and not the system itself.

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The parliamentary select committee’s report, released a year later, suggested that Murdoch Sr had displayed ‘wilful blindness to what was going on in his companies and his publications.’ In scathing language, the report concluded that his failure to investigate obvious signs of criminality ‘speaks volumes about the lack of effective corporate governance at News Corporation and News International. We conclude, therefore, that Rupert Murdoch is not a fit person to exercise the stewardship of a major international company.’2 The press response seemed unanimous. The Atlantic suggested Murdoch ‘might not survive this latest episode in the UK tabloid hacking scandal.’

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At one level, there’s the way that the main head honcho – the ‘MMIC,’ as traders in the City of London used to refer to the guy with the widest pinstripes back when pinstripes were fashionable – walked away unscathed.18 At another level, there’s the way that even when executives are found to have breached corporate governance duties indemnities protected them from any personal financial loss. At an even deeper level, as the dolls shrink smaller from sight, there are taboo topics that become strangely harder to perceive or to discuss openly even when their negative social implications become more apparent, there is the question of Elisabeth’s privilege, and the way that nepotistic links to her father, as the lawsuit alleged, helped to net her a considerable fortune.

May Contain Lies: How Stories, Statistics, and Studies Exploit Our Biases—And What We Can Do About It
by Alex Edmans
Published 13 May 2024

Two factors are relevant: bias and credentials. Starting with bias, organizations may have existing positions that they want to defend. Any report on CEO pay by the High Pay Centre will conclude that CEOs are highly paid. Others may have products that the research helps push. Grant Thornton’s measure of corporate governance was a company’s score on the Grant Thornton Corporate Governance Index, so it’s not surprising they found that this score matters. Others still may enjoy a PR boost from the claims. McKinsey became known as a beacon for long-term thinking after their study touting its benefits. Academics are also prone to bias, particularly those famous for a position – if they’re known for wielding a hammer, they’ll see everything as a nail.

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Yap (2010): ‘Power posing: brief nonverbal displays affect neuroendocrine levels and risk tolerance’, Psychological Science 21, 1363–8. 7 Ranehill, Eva et al. (2015): ‘Assessing the robustness of power posing: no effect on hormones and risk tolerance in a large sample of men and women’, Psychological Science 26, 652–6. 8 Wakefield, A. et al. (1998): ‘Ileal-lymphoid-nodular hyperplasia, non-specific colitis, and pervasive developmental disorder in children’, Lancet 351 (9103): 637–41. 9 National Health and Medical Research Council (2015): ‘NHMRC information paper: evidence on the effectiveness of homeopathy for treating health conditions’, March 2015. 10 Grant Thornton (2019): ‘Corporate governance and company performance: a proven link between effective corporate governance and value creation’. 11 Fabo, Brian et al. (2021): ‘Fifty shades of QE: comparing findings of central bankers and academics’, Journal of Monetary Economics 120, 1–20. 12 Allen, David (2001): Getting Things Done, Penguin. 13 Keegan, Paul (2007): ‘How David Allen mastered getting things done’, Business 2.0 Magazine, 21 June 2007. 14 Hatmaker, Taylor (2010): ‘Twitter plans to bring prompts to “read before you retweet” to all users’, TechCrunch, 24 September 2020. 15 Pennycook, Gordon et al. (2021): ‘Shifting attention to accuracy can reduce misinformation online’, Nature 592, 590–95. 10.

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In social sciences, evidence is almost never proof, so claims to have found ‘clear evidence’ or proven something ‘beyond doubt’ are a giveaway that the researchers didn’t seriously consider rival theories.** The accountancy firm Grant Thornton released a study with the subtitle ‘A proven link between effective corporate governance and value creation’.10 The foreword declared ‘there has never been conclusive proof . . . until now’ and suggested they’d found ‘the holy grail’. Yet even a cursory glance uncovers reverse causation and common causes. Similarly, some authors exaggerate how radical their results are. The authors of Built to Last stress how their findings were so revolutionary that they nearly fainted: ‘much of what we found surprised us – even shocked us at times.

Crisis Economics: A Crash Course in the Future of Finance
by Nouriel Roubini and Stephen Mihm
Published 10 May 2010

Beyond the creation of ever more esoteric and opaque financial instruments, these long-standing trends included the rise of the “shadow banking system,” a sprawling collection of nonbank mortgage lenders, hedge funds, broker dealers, money market funds, and other institutions that looked like banks, acted like banks, borrowed and lent like banks, and otherwise became banks—but were never regulated like banks. This same chapter introduces the problem of moral hazard, in which market participants take undue risks on the assumption that they will be bailed out, indemnified, and otherwise spared the consequences of their reckless behavior. It also addresses long-standing failures of corporate governance, as well as the role of government itself, though we do not subscribe to the usual contradictory explanations that the crisis was caused by too much government or too little. The reality, we argue, is much more complicated and counterintuitive: government did play a role, as did its absence, but not necessarily in the way that either conservatives or liberals would have you believe.

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Yes, traders were greedy—and arrogant and foolish too—but that alone would not have triggered the financial equivalent of a nuclear meltdown had the bonus system not become the dominant kind of compensation in the financial sector. In theory, the firms’ shareholders should have put an end to these practices. In reality, corporate governance failed long before the entire financial system did: conflicts of interest were rife among the boards of directors charged with minding the store. This was nothing new, but the financial system that emerged in the late twentieth century was particularly opaque and impenetrable. In the process, the interest of shareholders and the interests of the bankers, traders, and managers who were the agents of those shareholders diverged.

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It’s reassuring but wrong: while the housing bubble rested in part on subprime mortgages, the problems were more pervasive and widespread. Nor were these problems of recent origin; they were rooted in deep structural changes in the economy that date back many years. In other words, the securitization of bad loans was but the beginning; long-standing changes in corporate governance and compensation schemes played a role too. Government also shoulders some share of the blame, most obviously the monetary policies pursued by Alan Greenspan. So too do decades of government policies favoring home ownership. In the end, however, the significance of government intervention was dwarfed by the significance of government inaction.

Private Government: How Employers Rule Our Lives (And Why We Don't Talk About It)
by Elizabeth S. Anderson
Published 22 May 2017

In particular, we need to revive the concept of private government. Private Government: The Very Idea Most modern workplaces are private governments. By this, I do not mean merely that they are in the so-called private sector, and have some internal structure of authority—as specified, for instance, in the rules for corporate governance. I refer rather to a particular sort of constitution of government, under which its subjects are unfree. The notion of private government may seem a contradiction in terms. In the impoverished vocabulary of contemporary public discourse, and to a considerable extent in contemporary political philosophy, government is often treated as synonymous with the state, which, by supposed definition, is part of the public sphere.

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Its powers may be checked in certain ways by other governments, by social norms, and by other pressures. Note that the privacy of a government is defined relative to the governed, not relative to the state. The notion of governments that are kept private from the state is much more familiar: we speak of corporate governance, church governance, and so forth, in referring to legal entities that are private in relation to the state. That notion of private government abstracts from the people who are governed and their relation to these governments. It focuses only on the fact that the state is kept out of decision-making in these governments.

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If they receive an employee handbook indicating such limits, the inclusion of a simple disclaimer (which is standard practice) is sufficient to nullify any implied contract exception to at-will employment in most states.18 No wonder they are shocked and outraged when their boss fires them for being too attractive,19 for failing to show up at a political rally in support of the boss’s favored political candidate,20 even because their daughter was raped by a friend of the boss.21 What, then, determines the scope and limits of the employer’s authority, if it is not a meeting of minds of the parties? The state does so, through a complex system of laws—not only labor law, but laws regulating corporate governance, workplace safety, fringe benefits, discrimination, and other matters. In the United States, the default employment contract is employment at will. There are a few exceptions in federal law to this doctrine, notably concerning discrimination, family and medical leave, and labor union activity.

When the Wolves Bite: Two Billionaires, One Company, and an Epic Wall Street Battle
by Scott Wapner
Published 23 Apr 2018

But do those gains come at a cost? Leo E. Strine, the influential Chief Justice for the Delaware Supreme Court, wrote about activist hedge funds in February 2017’s Yale Law Journal in his 133-page paper titled “Who Bleeds When the Wolves Bite? A Flesh-and-Blood Perspective on Hedge Fund Activism and Our Strange Corporate Governance System.” “There is less reason to think (activists) are making the economy much more efficient, and more reason to be concerned that they are perhaps pushing steady societal wealth on a riskier course that has no substantial long-term upside,” he suggested. Distinguishing between so-called human investors—those of us who save for college or retirement—and the “wolf packs” of activist hedge funds who attempt to instill change in a corporation, Strine argued, What is commonly accepted about activist hedge funds is that they do not originally invest in companies they like and only become active when they become dissatisfied with the corporation’s management or business plan.

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Kennedy and Martin Luther King Jr.42 “We launched this contest to make sure Target is never known in the future as a once-great company,” he told the room before the results were revealed. When the official numbers came out, 70 percent of shareholders had voted to keep the incumbent board members, handing Ackman a sweeping and resounding defeat. The corporate governance expert Claudia Allen told the Minneapolis Star Tribune that the vote was a milestone for the company, if not for activism itself. “It’s a referendum on the strategic direction of the company,” she said, “and management and the board obviously made a more compelling case.” After the vote, the headline in the hometown paper blared, “Shareholders: Target 4, Ackman 0.”

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In another missive sent to Yahoo and publicly released, Loeb wrote: We urge the Board to stop wasting valuable company resources and drop its resistance to placing the Third Point nominees on the Board.… We are prepared to join immediately. Once on the Board, our first tasks will be to work with the remaining Board members to find Yahoo! a new leader with the qualifications and integrity to lead the Company and install best practices of corporate governance. The Company can ill afford to continue this misguided fight with its largest outside shareholder while it has so many other fires to put out. There has been enough damage already. Eleven days later, Thompson, who’d been irreparably damaged by the embellishment, resigned.18 That same day, Loeb and Yahoo settled, with the financier getting three board seats: one for himself and one each for Harry Wilson, the CEO of the restructuring firm Maeva, and Michael Wolf, CEO of the media consulting firm Activate.

Built on a Lie: The Rise and Fall of Neil Woodford and the Fate of Middle England’s Money
by Owen Walker
Published 4 Mar 2021

‘There has been a need for a change in leadership on the board and Avril fits that role perfectly,’ Woodford said at the time. With Palmer-Baunack becoming executive chairman, Tinkler now reported to his deputy, an odd set-up that was bound to introduce tension. The appointment also contravened the UK’s corporate governance code, which argued chairmen should be independent. While Woodford had been praised by corporate governance experts for his role in the Kay Review on long-term investing just a few months earlier, he was now testing their patience by forcing through an unpopular management structure. Woodford reserved some of his ire for those politicians he felt were interfering unnecessarily in the industries in which he invested.

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One of Woodford’s colleagues at the time was Andrea Leadsom, who would go on to become a Conservative MP and challenge Theresa May as the future prime minister. She also later served as business secretary. In her pitch to lead the country, Leadsom boasted about her prominent role at Invesco Perpetual, which she described as ‘senior investment officer and head of corporate governance’. The job title was grandiose and gave the impression she had managed money and policed the companies that Invesco Perpetual invested in. Along with other claims, about being a banker and the youngest ever director at Barclays, her CV implied she was a leading figure in the UK’s financial services sector.

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His reputation as the UK’s leading investor had never been stronger. So much so that he was asked to appear as a star witness in a ground-breaking government review into how effective the equity markets were in promoting long-term decision making. For several years, policymakers, academics and corporate governance experts had grown concerned about the lack of accountability in financial markets. The rise of institutional investors and intermediaries, combined with the increasing number of foreign investors in UK companies, had widened the gulf between the British public, whose pension savings were the backbone of the UK economy, and the bosses of the companies that depended on the capital.

Double Entry: How the Merchants of Venice Shaped the Modern World - and How Their Invention Could Make or Break the Planet
by Jane Gleeson-White
Published 14 May 2011

The ‘audit expectations gap’ refers to the discrepancy between the common but wrong public belief that auditors guarantee the rectitude of accounts, that they thoroughly check every detail of corporate accounts and certify them, and the reality, that in fact auditors are required merely to check the accounts enough to assure themselves they are okay. Auditors express an opinion only; they guarantee nothing. The other problem is with company directors being charged with corporate governance—which means they must oversee the accounting of their own firms. Ross says that cases like that of ABC Learning raise questions about how able directors are to carry out their corporate governance roles, given the complexity of contemporary business structures and operations, and the range of accounting approaches it is possible to adopt. He argues that ‘what it comes down to is accounting policy choice and this is where you can get differences in interpretation’.

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Although Enron’s accounting practice was arguably no more devious than that of many of its contemporaries, it was ‘the straw that broke the corporate camel’s back’—Enron was possibly too big and allegedly too well connected with Congress and the Bush administration to ignore. Its collapse, followed so soon by WorldCom’s and several other accounting scandals, led to the US Sarbanes-Oxley Act of 2002 which introduced major changes to the regulation of financial practice and corporate governance, as well as a public company accounting oversight board to oversee the auditors of public companies. Section 1102 of the Act outlines fines and prison terms for those who tamper with the transactional records of a firm. Enron’s chief operating officer Jeffrey K. Skilling was sentenced to 24 years under its terms.

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Australia committed to the international financial reporting standards (IFRS) in a 2005 Australian version—although according to a KPMG survey of Australian insurance companies, two-thirds of the respondents believed this commitment would increase the risk of inaccuracy in financial reporting. The US Securities and Exchange Commission has not yet committed to IFRS, continuing to require only GAAP standards. But it is believed that in the long term the SEC will also accept IFRS standards. While the post-2000 push for tighter corporate governance might suggest a new era in regulation, arguably these episodes are little more than replays of responses to the many instances of scandalous corporate behaviour that have occurred over the past one hundred and seventy or so years. Current concern about the usefulness of financial statements for revealing corporate wealth and progress is very similar to that expressed a century ago.

Red Notice: A True Story of High Finance, Murder, and One Man's Fight for Justice
by Bill Browder
Published 3 Feb 2015

This was a huge problem that every business person in Russia was obsessed with, and because I’d developed a reputation after my fight with Sidanco, in early January 2000 I was invited by the American Chamber of Commerce in Moscow to give a presentation to the local business community about corporate-governance abuse. It seemed as though I was the only person in Moscow crazy enough to speak publicly about the misdeeds of the Russian oligarchs. I decided to use the Yukos oil company as my case study. I could have picked any Russian company, but Yukos was attractive because it had had so many minority-shareholder scandals. I called my presentation “The Armed Forces of Corporate Governance Abuse” to describe the many ways that the oligarchs went about ripping off their minority shareholders.

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Our lunch took place a week later at a Swedish restaurant called Scandinavia, just behind Tverskaya Street near Pushkin Square. The meeting was slightly uncomfortable because neither of us knew what the other person’s agenda was. I supposed she expected me to talk to her about Russian business, Yukos, and corporate governance, and she was clearly confused when I started asking more personal questions, all of which she artfully declined to answer. By the middle of the meal we both understood that we were operating on different wavelengths, but even so, my persistence began to pay off. She didn’t open up entirely, but by the time the bill came I’d learned that Elena was not merely beautiful but incredibly smart.

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Her lipstick was redder than before, and her black dress was simultaneously tighter and classier than anything I’d seen her in before. She wasn’t just beautiful. She was sexy. It was clear that for her, this was really our first date. We sat and had dinner. We didn’t talk about Russian oligarchs or corporate governance or business practices; we just talked about our families and our lives and our aspirations—what everyone talks about when they’re getting to know someone. It was great. Before we said good-bye that night, I grabbed her around the waist and pulled her toward me, and without any resistance we shared our first real kiss.

Capitalism: Money, Morals and Markets
by John Plender
Published 27 Jul 2015

Yet I acquired a growing interest in the workings of the global economy and an enduring concern about the ethical basis of capitalism. These are subjects that I pursued in my subsequent career in journalism, which was later to be informed by practical experience as, among other things, a non-executive director and chairman of a quoted company, and pro bono work on corporate governance around the globe for the World Bank Group and the Organisation for Economic Cooperation and Development. This book contains the fruits of that experience. It explores current discontents in a historical context, looking at many of the great debates about money, business and markets not just through the eyes of economists and business people, but through the views of philosophers, politicians, novelists, poets, divines, artists and sundry others.

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A central feature of incorporation was that it increased the scope for fraud, because the people running the bubble companies had access to other people’s money. In the modern jargon, there was a principal–agent problem. The agents, or managers, were not properly accountable to the principals, or stockholders, because corporate governance was rudimentary. Trading in the shares was frenetic and often fraudulent, as Daniel Defoe, author of Robinson Crusoe, explained in a tract entitled The Anatomy of Change-Alley, in which he said: There is not a man but will own ’tis a complete system of knavery; that ’tis a trade founded in fraud, born of deceit, and nourished by trick, cheat, wheedle, forgeries, falsehoods, and all sorts of delusions; coining false news, this way good, that way bad; whispering imaginary terrors, frights, hopes, expectations and then preying upon the weakness of those whose imaginations they have wrought upon, whom they have either elevated or depressed.32 When the South Sea Company collapsed, fraud was revealed on the part of directors, who had corrupted members of the cabinet, using shares in the company as bribes.

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So while bonuses have been going up as these people seize their brief window of opportunity, business investment as a percentage of GDP has been on a persistent declining trend in the US and UK.219 This is a travesty of shareholder value, the supposed objective of modern managers who run publicly quoted companies. It reflects a huge and egregious corporate governance vacuum – another profound imbalance at the heart of modern capitalism. Institutional investors have done little to prevent a pattern of behaviour that damages the long-term value of their investments. This is because, as we saw in Chapter Seven, they are mere proxy capitalists, driven by perverse incentives that ensure that their own interests are misaligned with those of the pension fund beneficiaries and other savers they are supposed to serve.

Equal Is Unfair: America's Misguided Fight Against Income Inequality
by Don Watkins and Yaron Brook
Published 28 Mar 2016

Whatever the truth, there is simply no credible evidence for the thesis that CEO pay has risen because of corporate governance failures (which is not to say that such failures never happen). And it turns out, the inequality critics never really try to offer evidence for this thesis. Instead, they claim that the academic literature can’t fully explain CEO pay trends in terms of market forces and then go on to treat the corporate governance hypothesis as the default explanation for this gap. Piketty, for instance, argues that: The most convincing proof of the failure of corporate governance and of the absence of a rational productivity justification for extremely high executive pay is that when we collect data about individual firms . . . it is very difficult to explain the observed variations in terms of firm performance.

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In fact, we observe just the opposite: it is when sales and profits increase for external reasons that executive pay rises most rapidly.40 Some of the problems with Piketty’s claims are fairly technical. But the most glaring error is treating the fact that “it is very difficult to explain the observed variations in terms of firm performance” as evidence for “the failure of corporate governance.” There are countless other explanations, which Piketty doesn’t even acknowledge. It could be that Piketty’s study was simply poorly designed. (In our view, trying to tease out “marginal productivity” from messy empirical data is a dubious exercise.) It could be that Piketty’s interpretation is not the only one consistent with the data.

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In a free society, the right to make decisions about pay rests with the owners—owners who bear the consequences of those decisions and therefore have every incentive to make good decisions. Even if it were true that top incomes were being increased beyond an amount that was justified by executive productivity as the result of corporate governance failures, this would be a problem a free market could and (eventually) would solve. But the inequality critics have absolutely no basis for their confident assertions that rising pay at the top is being fueled by CEOs finding a way to get paid more than they’re worth. The critics have not been convinced by the evidence.

Green Swans: The Coming Boom in Regenerative Capitalism
by John Elkington
Published 6 Apr 2020

He was a man of a certain age, with white curly hair and sporting a colorful bowtie. His beef was that “people like you” imagine that issues like climate change, human rights, and the like are part of the corporate governance agenda, he told me. Not so, he insisted. THE OLD STORY Well maybe not then, or not with that particular lawyer and his particular practice. But my understanding then was—and still is—that corporate governance is, to quote the Lexicon, “the way a company is managed at the highest level.” In effect by the people who occupied the top floor we found ourselves on that day. If such people ignore new types of risk, whatever their logic, they potentially betray their key stakeholders, including their shareholders.

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These may be positive, but they may also be negative, creating problems for people, for other economic actors, and for the planet. These problems may result in various forms of Liability, undermining the future prospects of a business or market. To understand such risks better, growing numbers of businesses use Materiality tests as part of their corporate Governance processes. The reason why we have left Stranded Assets to last—and this was the only term in the list not covered by the FT Lexicon when consulted—is that it provides a natural bridge to the subject of wicked and super wicked challenges. So, as seems fitting, we start with Purpose. 1.

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If such people ignore new types of risk, whatever their logic, they potentially betray their key stakeholders, including their shareholders. Even Milton Friedman might have balked at that. NEW STORIES Today the situation has changed very significantly, in the wake of numerous major reviews of the ethical, social, and environmental aspects of corporate governance, including the Cadbury Code, launched in Britain in 1992. As a result, issues once seen as peripheral have stormed their way into boardrooms and C-suites. As I was drafting this section, the globetrotting Carlos Ghosn, still (just) chairman of Renault, Nissan, and Mitsubishi, was languishing in a Japanese prison, accused of various financial misdemeanors.49 By the time the book was finished, Ghosn had escaped Japan.

Capitalism: A Ghost Story
by Arundhati Roy
Published 5 May 2014

Though the Tatas have been involved with corporate philanthropy for almost a hundred years now, endowing scholarships and running some excellent educational institutes and hospitals, Indian corporations have only recently been invited into the Star Chamber, the Camera stellata, the brightly lit world of global corporate government, deadly for its adversaries but otherwise so artful that you barely know it’s there. What follows in this essay might appear to some to be a somewhat harsh critique. On the other hand, in the tradition of honoring one’s adversaries, it could be read as an acknowledgment of the vision, flexibility, sophistication, and unwavering determination of those who have dedicated their lives to keeping the world safe for capitalism.

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35 Over the years, as people witnessed some of the genuinely good work the foundations did (running public libraries, eradicating diseases)—the direct connection between corporations and the foundations they endowed began to blur. Eventually, it faded altogether. Now even those who consider themselves left wing are not shy to accept their largesse. By the 1920s US capitalism had begun to look outward for raw materials and overseas markets. Foundations began to formulate the idea of global corporate governance. In 1924 the Rockefeller and Carnegie Foundations jointly created what is today the most powerful foreign policy pressure group in the world—the Council on Foreign Relations (CFR), which later came to be funded by the Ford Foundation as well. By 1947 the newly created CIA was supported by and working closely with the CFR.

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The World Bank issued a 2007 assessment from Washington saying the movement would “dovetail” with its “good governance” strategy.47 (In 2008 Anna Hazare received a World Bank Award for Outstanding Public Service.)48 Like all good Imperialists, the Philanthropoids set themselves the task of creating and training an international cadre that believed that Capitalism, and by extension the hegemony of the United States, was in their own self-interest. And who would therefore help to administer the Global Corporate Government in the ways native elites had always served colonialism. So began the foundations’ foray into education and the arts, which would become their third sphere of influence, after foreign and domestic economic policy. They spent (and continue to spend) millions of dollars on academic institutions and pedagogy.

Value of Everything: An Antidote to Chaos The
by Mariana Mazzucato
Published 25 Apr 2018

In some countries this is achieved through public banks, such as the Kreditanstalt fur Wiederaufbau (KfW) in Germany. KfW was intimately involved in Germany's post-war recovery and economic growth, lending more than €1 trillion since its founding in 1948.37 Most of the countries that have public banks tend to follow a stakeholder model of corporate governance, for example by having workers on company boards. Of course, no form of corporate governance is perfect - as the recent Volkswagen (VW) ‘dieselgate' scandal proves. The car maker boasted several attributes which agency theorists consider helpful for far-sighted investment and honest practice, widening the shareholder base and extending its interests beyond short-term profit.

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By this he meant that funding investment in infrastructure and innovation (capital development) ought to be done by public utilities, public banks or co-operatives which direct public funds towards medium- and long-term growth rather than short-term returns. But rent-seeking is not limited to the financial sector. It has pervaded non-financial industries as well - through the pressures that financial-sector profitability, exaggerated by monopoly power and implicit public guarantees, place on the corporate governance of non-financial firms. If investors can expect a certain return by putting their money into a fund, spreading the risks across a wide range of money-making instruments, they will only sink the same funds into one industrial project if it offers a much higher return. The return on financial-sector investment sets a minimum for the return on ‘real' fixed investment, a floor which rises as financial operations become more profitable.

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Their role should lead to better distribution of productive resources and make better use of resources already employed: for example, drawing on agency theory, a positive link has been made between institutional ownership and innovation.16 But these assessments often seem to neglect the broader picture. It is no coincidence that the case for shareholder activism and supervision often accompanies palpable breakdown of corporate governance: witness the string of corporate scandals such as Enron and WorldCom in the US, Sports Direct in the UK and Volkswagen cheating on diesel engine emissions. Shareholders are not the only gatekeepers. Others include auditors, rating agencies, government regulators, the media and equity analysts -specialists who assess companies for investors.

Financial Statement Analysis: A Practitioner's Guide
by Martin S. Fridson and Fernando Alvarez
Published 31 May 2011

Taking into account all of Krispy Kreme's accounting practices, Camelback gave the company an F for earnings quality, a designation the research firm customarily awarded only to companies with three characteristics: 1. Flat or declining fundamentals, providing a motivation to prettify the financials. 2. Visible evidence of unusual or improper accounting or transactions. 3. Evidence of weak corporate governance. The Heat Goes Up Vickrey's criticisms proved astute. Krispy Kreme's chief operating officer resigned less than a month later, a top-level executive change that analyst Skip Carpenter of Thomas Weisel Partners viewed as a sign of more problems to come.26 A major earnings disappointment followed later the same month.

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Such infrequent convening of the audit committee meant it was “nonexistent, for all practical purposes,” according to Columbia University accounting professor Itzhak Sharav.28 Other reasons existed for questioning whether HealthSouth's board was sufficiently independent to fulfill its watchdog responsibilities. “There has been so much sleeping on the job at the HealthSouth board that it could rise to gross negligence,” asserted Paul Lapides, head of the Corporate Governance Center.29 Particularly troubling were directors’ transactions with HealthSouth and Scrushy. One director earned $250,000 a year in consulting fees from the company, and another received a $5.6 million contract to install glass at a hospital constructed by HealthSouth. Another director bought a $395,000 resort property in conjunction with Scrushy.

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Six directors and a seventh's wife were participants (in some instances through related entities) in an online medical supply venture to which HealthSouth directed more than $174 million in business. Moreover, for several years, a single board committee oversaw both corporate audit and compensation. Corporate governance experts could find no parallel at another major company for this arrangement, which was especially problematic considering that the audit failure fattened Scrushy's pay package. Early Warning Signs In 1999–2000, when Scrushy instituted an assembly-line-like process to move patients through the system more swiftly, operating earnings skyrocketed by 143 percent.

The Unusual Billionaires
by Saurabh Mukherjea
Published 16 Aug 2016

Thus, the process of running a company involves balancing relationships and interests between the board, the promoters, the management, minority shareholders, auditors as well as other stakeholders like employees and the government. This intricate balancing act is called corporate governance. For a listed company to be viewed positively by the broader stock market, it should adhere to the highest standards of corporate governance. For example, since minority shareholders have no say in how a company is run, the board should protect their interests. Often this isn’t the case as promoters can coerce the board to take decisions that benefit them at the cost of minority shareholders—for example, indulging in transactions with unlisted companies owned by the promoters.

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Maruti’s stock price declined by over 8 per cent on the day of the announcement of the project (28 January 2014) and in the months that followed, institutional investors opposed the proposal. By now, I am sure you are wondering, ‘How do I know that a company is following high standards of corporate governance?’ The answer is simple: Start from the annual report. It includes the director’s report, the auditor’s report, the profit and loss, balance sheet and cash flow statements, and also a section on corporate governance. At Ambit, my colleagues have spent a considerable amount of time and resources in establishing the link between accounting quality and shareholder returns. In companies where minority shareholders are being short-changed, the financial statements will be rosier than the underlying performance of the business.

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He was a government-appointed executive trustee in UTI when he was appointed as chairman and managing director of Axis Bank. As Hemant Kaul told me, ‘We were surprised when we initially heard that Nayak is joining as CMD.’ On hindsight, Nayak was the right man at the right time for the right job. At a time when Axis Bank was struggling with serious concerns on corporate governance due to the quality of its corporate lending, the appointment of Nayak came as a big boost to the bank’s image, given Nayak’s reputation as a man of high integrity. Axis Bank’s share price nearly tripled in two months (the period between 30 November 1999 and 4 February 2000), based purely on the news of Nayak taking charge (see Exhibit 78).

Profiting Without Producing: How Finance Exploits Us All
by Costas Lapavitsas
Published 14 Aug 2013

Capital has become ‘disconnected’ from established institutions and systems of business, thus making employment short-term and precarious. Ian Clark has developed the argument further by stressing the advantages of financialization for private equity holders.67 These arguments have drawn on the voluminous literature on ‘shareholder value’ and corporate governance, which has been a permanent subtext in the financialization debates, as is clear from the survey above. The issue of corporate governance and control is of long standing in economic theory, and will be considered in chapters 6 and 7 in connection with capital markets, shareholding and income distribution. Influential in the financialization literature has been the work of William Lazonick and Mary O’Sullivan arguing that the ideology of ‘shareholder value’ has led to company ‘downsizing’ and thus to problematic investment outcomes among US corporations.

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Lordon similarly sees the crisis as the result of a confluence of forces characteristic of financialization, and proposes a list of deep reforms to control finance; Frédéric Lordon, ‘Après la crise financière: “regular” ou refondre?’, Revue de la regulation 5, 2009. 21 Michel Aglietta, ‘Shareholder Value and Corporate Governance: Some Tricky Questions’, Economy and Society 29:1, 2000, pp. 146–59; see also Michel Aglietta and Régis Breton, ‘Financial Systems, Corporate Control and Capital Accumulation’, Economy and Society 30:4, 2001, pp. 433–66. 22 Michel Aglietta and Antoine Rebérioux, Dérives du capitalisme financier, Paris: Albin Michel, 2004.

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(eds), Financialization at Work, London: Routledge, 2008; Mike Savage and Karel Williams (eds), Remembering Elites, London: John Wiley and Sons, 2008. 67 Paul Thompson, ‘Disconnected Capitalism’, Work, Employment and Society 17, 2003, pp. 359–78; and Ian Clark, ‘Owners and Managers: Disconnecting Managerial Capitalism?’, Work, Employment and Society 23: 2009, pp. 775–86. 68 William Lazonick and Mary O’Sullivan, ‘Maximizing Shareholder Value: A New Ideology for Corporate Governance’, Economy and Society 29:1, 2000. See also William Milberg, ‘Shifting Sources and Uses of Profits: Sustaining US Financialization with Global Value Chains’, Economy and Society 37:3, 2008; and William Milberg and Deborah Winkler, ‘Financialisation and the Dynamics of Offshoring in the USA’, Cambridge Journal of Economics 34, 2010. 69 Masahiko Aoki, Information, Incentives and Bargaining in the Japanese Economy, Cambridge: Cambridge University Press, 1988; Masahiko Aoki, ‘Toward and Economic Model of the Japanese Firm’, Journal of Economic Literature 28, 1990; Masahiko Aoki, ‘The Japanese Firm as a System of Attributes: A Survey and Research Agenda’, in The Japanese Firm: Sources of Competitive Strength, ed.

The Shifts and the Shocks: What We've Learned--And Have Still to Learn--From the Financial Crisis
by Martin Wolf
Published 24 Nov 2015

See, for example, ‘Austerity is Undermining Europe’s Grand Vision’, The Guardian, 3 July 2010, http://www.theguardian.com/commentisfree/2012/jul/03/austerity-europe-grand-vision-unity. 55. Karl Brenke, Ulf Rinne, Klaus F. Zimmermann, ‘Short-Time Work: The German Answer to the Great Recession’, IZA Discussion Paper 5780, June 2011, http://ftp.iza.org/dp5780.pdf. 56. See Government Commission of the German Corporate Governance Code, ‘German Corporate Governance Code (as amended on 18 June 2009), http://www.corporate-governance-code.de/eng/kodex/1.html. 57. Reinhart and Rogoff, This Time is Different, p. 224. Note that these data are for annual GDP per head at purchasing power parity, rather than GDP. The difference should not be large for these high-income countries with relatively slowly growing populations.

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Faltering Innovation Confronts the Six Headwinds’, National Bureau of Economic Research Working Paper No. 18315, August 2012. www.nber.org. Gorton, Gary B. Misunderstanding Financial Crises: Why we Don’t See them Coming (Oxford: Oxford University Press, 2012). Government Commission of the German Corporate Governance Code. ‘German Corporate Governance Code (as amended 18 June 2009)’, 2009. http://www.corporate–governance–code.de/eng/kodex/1.html. Gov.uk. ‘Help to Buy: Home Ownership Schemes’, 2013. https://www.gov.uk/affordable-home-ownership-schemes/help-to-buy-equity-loans. Greenspan, Alan. ‘Testimony of Dr Alan Greenspan to the House of Representatives Committee of Government Oversight and Reform’, 23 October 2008. http://www.clipsandcomment.com/2008/10/23/text-alan-greenspan-testimony-congress-october-23.

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The evidence at present is that high-income countries are no longer able to absorb the savings that would be generated by their private sectors if their economies were running at something close to full capacity and were also not experiencing an unsustainable credit expansion.46 This is why activity has been persistently weak and real interest rates low. Whether this is inevitable or the result of rising inequality and failures in corporate governance is unclear: probably a bit of all of these. The condition of excess private-sector savings still exists. So, if these excess savings are not to be absorbed in the fiscal deficit (to which we will return in the next section), the only alternatives are to eliminate them via a depression or export them.

The Outsiders: Eight Unconventional CEOs and Their Radically Rational Blueprint for Success
by William Thorndike
Published 14 Sep 2012

In fact, he believed investor relations was an inefficient use of time, and simply refused to provide quarterly earnings guidance or appear at industry conferences. This was highly unconventional behavior at a time when his more accommodating peers were often on the cover of the top business magazines. Teledyne Versus Sarbanes-Oxley Teledyne’s iconoclasm extended to today’s hot-button topic of corporate governance. The company’s board would fail miserably by the current standards of Sarbanes-Oxley legislation. Singleton (like many of the CEOs in this book) was a proponent of small boards. Teledyne’s board consisted of only six directors, including Singleton, half of them insiders. It was an exceptionally talented group, however, and each member had a significant economic interest in the company.

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Buffett has developed a worldview that at its core emphasizes the development of long-term relationships with excellent people and businesses and the avoidance of unnecessary turnover, which can interrupt the powerful chain of economic compounding that is the essence of long-term value creation. Buffett and Sarbanes-Oxley Buffett’s approach to corporate governance is also unconventional, contradicting many of the dictates of the Sarbanes-Oxley legislation. Buffett believes that the best boards are composed of relatively small groups (Berkshire has twelve directors) of experienced businesspeople with large ownership stakes. (He requires that all directors have significant personal capital invested in Berkshire’s stock.)

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See also divestitures —Anders and, 66–67, 68 —Graham and, 117 —Malone and, 100 —outsider CEOs and, 10–11 —Smith and, 162, 164 —Stiritz and, 139–140, 141 AT&T, 85, 96, 97, 98, 106, 202 auctions, 30, 134, 143, 157–158, 164, 189 Bain & Company, 62 Barron’s, 204 Bath Iron Works, 71, 79 Beane, Billy, 4 Beatrice Foods, 138 Beck, Bob, 154, 161 Bell Atlantic, 95 Bell Labs, 85 Berkshire Hathaway, 167–195 —acquisitions by, 172, 173–176, 185–189, 189t, 202, 212 —Buffett’s purchase of, 168–169, 171–172 —capital allocation at, xiii, 57, 181–183, 211–212 —cash flow at, 172, 174, 178, 181 —corporate governance at, 194 —debt used at, 178 —decentralized approach at, 57, 190–191 —dividend policy of, 57 —investor relations at, 57, 192–193 —Munger’s partnership in, 14, 45, 172, 174, 180, 189, 192, 193, 194–195, 202 —stock performance at, 170–171, 171t, 177–178, 177f, 181, 182, 183 —stock repurchase programs of, 185 —stock splits at, 57, 193 Berlin, Isaiah, 5 Bernstein, Carl, 112 BET channel, 94 Beuth, Phil, 26 beverage industry, 150, 152–153, 156–157, 162, 164, 166, 175 Bierbusse, John, 144, 146 Black, Leon, 157 Black Entertainment Television (BET), 94 Bluhdorn, Charles, 53 boards of directors —Anders and, 77 —Buffett and, 194 —General Cinema and, 154, 161 —Graham and, 111, 112, 113, 119, 120, 121, 123, 124 —Malone and, 85, 98 —outsider approach and, 217 —Ralston Purina and, 130, 133, 135, 142 —Singleton and, 45, 50, 51, 54 Bollinger, Judy, 60 Bradlee, Ben, 112, 113, 123, 126 Bresnan, Bill, 93 Buffett, Warren, 129, 167–195 —acquisitions by, 78, 172, 173–176, 185–189, 189t, 202, 212 —Anders and, 70 —background and education of, 169 —Berkshire Hathaway purchase by, 167–169, 171–172 —capital allocation and, xiii, 57, 181–183, 211–212 —capital allocation test of, 225, 226t —cash flow and, 172, 174, 178, 181 —corporate governance and, 194 —debt used by, 178 —decentralized approach of, 57, 190–191 —dividend policy of, 57 —early investment career of, 169–171, 171t —on extraordinary CEOs, vii, 1–2, 7, 37 —float used by, 10, 58, 172, 178, 179, 180–181 —Graham and Dodd’s investing principles and, xiv–xv, 169, 170, 172–173 —Graham at the Washington Post and, 113, 114, 115, 117, 118, 120, 121, 122, 124, 125, 175 —institutional imperative and, 5–6, 192 —insurance business and, 178–181, 180f —investment philosophy of, 57, 170, 171, 172–173, 174, 186–187 —investor relations and, 57, 192–193 —long-term perspective of, 184–185 —Munger’s partnership with, 14, 45, 172, 174, 180, 189, 192, 193, 194–195, 202 —Murphy and, 13, 19, 21, 31–32, 174, 189 —nuts and bolts of approach of, 178–195 —portfolio management by, 183–185, 186–187 —on Singleton, 37 —Singleton compared with, 56–58 —stock performance under, 170–171, 171t, 177–178, 177f, 181, 182, 183 —stock repurchase programs of, 185 —stock splits and, 57, 193 —Welch compared with, 190, 191t —worldview of, 193–195 Buffett Partnership, 171–172, 171t, 181, 184 Burke, Dan, 13, 15, 17–20, 21, 23–27, 28, 32, 33, 118, 125 Burke, Jim, 17 Burke, Steve, 33 Burlington Industries, 182 Burlington Northern Santa Fe, 176, 182, 188, 193, 212 Bush, Wes, 81 BusinessWeek magazine, 7, 53 buyback programs.

Restarting the Future: How to Fix the Intangible Economy
by Jonathan Haskel and Stian Westlake
Published 4 Apr 2022

The idea is a familiar one in British culture, in that critics such as Thorstein Veblen and Corelli Barnett have sought to attribute various aspects of the United Kingdom’s relative economic decline to the persistence of outmoded institutions, from systems of elite education and technical training to the structure of capital markets and corporate governance. In some cases, careful scholarship casts doubt on these claims. For example, David Edgerton’s histories of postwar Britain point out that the country’s institutions were much friendlier to technology and industry than pundits casually suppose.40 There is a risk of observing a bad outcome and assuming that a given institution is outmoded and therefore must be the cause.

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Simple investment strategies such as index funds and value investing allow laypeople to achieve a return on investment that often outperforms that of highly paid fund managers. Shareholder value management, the management fad of running businesses to maximise returns to stockholders, for better or for worse simplifies the complex business of corporate governance. Inflation targeting provides clear and simple rules to judge the success of central banks. Unfortunately, these useful simplifying features do not work well when it comes to financing intangible-intensive businesses. In this chapter we look at a range of features of finance and monetary policy, examining how they break down in an intangibles-rich economy, the problems they cause, the barriers to change, and some possible solutions.

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But in a world where good businesses stay good and bad ones stay bad, poor due diligence is more costly, giving banks another reason to reduce their business lending. Shareholder Value Management in an Age of Spillovers and Synergies Another element of complexity in financial capitalism is corporate governance. Managing a company involves a whole set of complex trade-offs and value judgments. And if that company is publicly held, then its owners—its shareholders—will be a different set of people from the managers who are actually making the decisions. This situation leads to a number of well-studied problems.

What's Next?: Unconventional Wisdom on the Future of the World Economy
by David Hale and Lyric Hughes Hale
Published 23 May 2011

German manufacturing orders have bottomed, and exports benefitted from the Greek crisis in the monetary union. British house prices are increasing. And rising commodity prices are buoying confidence in Latin America and Africa. This book will examine the outlook for 2011 and beyond from a variety of regional perspectives. It will also examine new developments in tax policy, corporate governance, climate change, and communications. The goal of this compendium is to provide original insights from a diverse mixture of independent analysts and forecasters. The contributors include the founder of the Hong Kong currency board, the former prime minister of Peru, the former research director of the central bank of Botswana, the founder of a Mexican fund management group, economic analysts in Hong Kong, a former director of the Davos World Economic Forum, and many other distinguished authors.

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She notes that the crisis has led institutions to reduce their headcounts in compliance and ethics departments. She views this as a negative development because the crisis itself resulted from a breakdown of compliance and ethics at leading banks and brokerage houses. She believes that governments will have a critical role to play in promoting improved corporate governance. She also believes that the public can play an important role by creating more ethics and compliance programs in business schools, law schools, and other institutions. The US government itself has been less effective at prosecuting the financial criminals in the recent crisis than it was in the past.

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Extending FDIC protection to accounts of up to $250,000 corrects for erosion by inflation of the previous $100,000 cap. Provisions to prevent “shopping around” for rating agencies can prevent abuses. Increasing the ability to sue those agencies will add accountability and multiply costly nuisance suits. Trading many derivatives on exchanges will increase transparency. Corporate governance provisions create the impression that shareholders have more of a say on executive pay and other matters, but the provisions will have minimal practical effect. Collectively, these provisions will create modestly higher costs for financial firms that will ultimately translate into a higher cost of capital.

Platform Revolution: How Networked Markets Are Transforming the Economy--And How to Make Them Work for You
by Sangeet Paul Choudary , Marshall W. van Alstyne and Geoffrey G. Parker
Published 27 Mar 2016

A well-designed market generally develops tools and systems that serve to mitigate the effects of risk, thereby encouraging participants to engage in more interactions. TOOLS FOR GOVERNANCE: LAWS, NORMS, ARCHITECTURE, AND MARKETS The literature on corporate governance is vast, especially in the field of finance. However, platform governance involves design principles that traditional finance theory overlooks. The single most heavily cited article on corporate governance is a literature survey that considers only “the ways in which suppliers of finance to corporations assure themselves of getting a return on their investment.”17 The focus here is on the information asymmetry arising from the separation of ownership and control—a critical element of governance design, but far from sufficient.18 Information asymmetry between the community of users and the firm also matters, and their interests too must be aligned.

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The single most heavily cited article on corporate governance is a literature survey that considers only “the ways in which suppliers of finance to corporations assure themselves of getting a return on their investment.”17 The focus here is on the information asymmetry arising from the separation of ownership and control—a critical element of governance design, but far from sufficient.18 Information asymmetry between the community of users and the firm also matters, and their interests too must be aligned. Additionally, platform governance rules must pay special heed to externalities. These are endemic in network markets, since, as we’ve seen when examining network effects, the spillover benefits users generate are a source of platform value. Understanding this forces a shift in corporate governance from a narrow focus on shareholder value to a broader view of stakeholder value. Market designer and Nobel Prize-winning economist Alvin Roth described a model of governance that uses four broad levers to address market failures.19 According to Roth, a well-designed market increases the safety of the market via transparency, quality, or insurance, thereby enabling good interactions to occur.

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It’s possible to argue that, rather than eliminating regulation altogether, we need to design political, social, and economic systems that reduce the likelihood of regulatory capture—for example, through laws that restrict the “revolving door” between business and government. Economist Andrei Shleifer, a scholar in the areas of corporate governance and government regulation, points out that there are strong differences in the prevalence of regulatory capture across countries. When governments are relatively unchecked by their citizens, strong regulation often leads to high levels of corruption and expropriation by government officials.

Undoing the Demos: Neoliberalism's Stealth Revolution
by Wendy Brown
Published 6 Feb 2015

Sometimes this insistence reaches new heights of tautological reasoning. Consider this from Pierre-Yves Gomez and Harry Korine, two management specialists writing about democracy and governance: “One can discern a process of transformation in corporate governance that accompanies economic development over time. We show that this process can be understood as the democratization of corporate governance. Our ref lection is based upon the observation that, in modern liberal society, the governance of human beings tends, over time, to democratize: the more the entrepreneurial force becomes concentrated in ever larger corporations, the greater the need for social frag- 274 notes mentation to maintain the legitimacy of governance — so as to ensure that corporations are governed according to the liberal spirit.”

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Our ref lection is based upon the observation that, in modern liberal society, the governance of human beings tends, over time, to democratize: the more the entrepreneurial force becomes concentrated in ever larger corporations, the greater the need for social frag- 274 notes mentation to maintain the legitimacy of governance — so as to ensure that corporations are governed according to the liberal spirit.” Entrepreneurs and Democracy: A Political Theory of Corporate Governance (Cambridge: Cambridge University Press, 2008), pp. 8–9. In this remarkable book, the authors argue that what they call the “democratization of corporate governance” and the growth of economic performance depend upon a natural fragmentation of power that they regard as indigenous to entrepreneurial and democratic societies. 17. See Wendy Brown, “We Are All Democrats Now . . . ” in Giorgio Agamben, et al., Democracy in What State?

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There is no settled definition of governance, and scholars differ significantly in their understanding and use of it.15 Some emphasize the departure it signifies from the centrality of the state in organizing society and human conduct. Others use it to indicate novel processes 122 u n d o in g t h e d e m o s of governing. Still others highlight the new norms it circulates. Fifteen years ago, R. A. W. Rhodes already had identified at least six distinct uses of governance: “As the minimal state, as corporate governance, as the new public management, as ‘good governance’, as a sociocybernetic system, as self-organizing networks.”16 However, almost all scholars and definitions converge on the idea that governance signifies a transformation from governing through hierarchically organized command and control — in corporations, states, and nonprofit agencies alike — to governing that is networked, integrated, cooperative, partnered, disseminated, and at least partly self-organized.

Ethics in Investment Banking
by John N. Reynolds and Edmund Newell
Published 8 Nov 2011

Susan Strange (1986), Casino Capitalism (Oxford: Blackwell). 4. Goldman Sachs, Code of Business Conduct and Ethics (Amended and Restated as of May 2009). 162 Notes 163 5. http://www2.goldmansachs.com/our-firm/our-people/business-principles.html, accessed 8 March 2011. 6. http://www2.goldmansachs.com/our-firm/investors/corporate-governance/ corporate-governance-documents/revise-code-of-conduct.pdf, accessed 8 March 2011. 7. http://www.morganstanley.com/company/governance/pdf/codeofethicsweb version.pdf, accessed 8 March 2011. 8. http://www.nomuraholdings.com/company/basic/ethics.pdf, accessed 8 March 2011. Chapter 4 1. Katinka C. van Cranenburgh, Daniel Arenas, Celine Louche, Jordi Vives (2010) From Faith to Faith Consistent Investing (3iG). 2.

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Nevertheless, the criticisms levelled at investment banking as a result of the financial crisis are legitimate, and many of them raise profound ethical issues. 4 Ethics in Investment Banking Ethics and the financial crisis The causes of the financial crisis are complex, but include ethical failings by investment banks (among others). The US Financial Crisis Inquiry Commission blamed failures in regulation; breakdowns in corporate governance, including financial firms acting recklessly; excessive borrowing and risk by households and Wall Street; policymakers ill-prepared for the crisis; and systematic breakdown in accountability and ethics.1 The UK’s Independent Commission on Banking cited factors including “global imbalances, loose monetary policy, light-touch regulation, declining under-writing standards, widespread mis-pricing of risk, a vast expansion of banks’ balance sheets, rapid growth in securitized assets”.2 The UK economist Roger Bootle diagnosed the crisis in a more straightforward way in his 2009 book The Trouble with Markets: “greedy bankers and naive borrowers, mistaken central banks and inept regulators, insatiable Western consumers and over-thrifty Chinese savers”.3 Others have also directly cited bankers’ greed.

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Within the Anglican Communion, the Church of England has a general statement on the ethics of its own investments of about £5 billion, issued by its Ethical Investment Advisory Group (EIAG), in its “Statement of Ethical Investment Policy”.4 This specifically covers the Church’s own investments, rather than forming advice to investors or businesses. As well as summarising sector-specific investment policies (notably investment exclusions), it lists five areas against which companies are monitored: responsible employment practices, best corporate governance practice, conscientiousness with regard to human rights, sustainable environmental practice and sensitivity towards the communities in which business operates. The Methodist Church Methodism, which emerged out of Anglicanism in the eighteenth century through the activities of John Wesley and others, has throughout its history maintained a keen awareness of ethics in business and economic 54 Ethics in Investment Banking life.

The End of the Free Market: Who Wins the War Between States and Corporations?
by Ian Bremmer
Published 12 May 2010

Other countries with relatively transparent SWFs include Chile and South Korea, both of which hire external fund managers to oversee a large majority of their assets. Singapore’s Temasek and funds in Australia and New Zealand are rated as transparent as Norway’s. Temasek, though state-owned, is formally a private corporation governed by the same company law that applies to the private sector.e The United States has no federal sovereign wealth fund, but the states of Alaska, Alabama, New Mexico, and Wyoming started down this track more than a generation ago. Other funds operate with a little more secrecy. Most analysts consider the Abu Dhabi Investment Authority (ADIA) to be the world’s largest sovereign wealth fund.27 It is wholly owned by the ruling al-Nahyan family of Abu Dhabi, the largest and wealthiest of the United Arab Emirates.

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id=91435&sectionid=351020205. 6 Lionel Laurent, “Beware an Abu Dhabi Exposé,” Forbes, Aug. 27, 2009, http://www.forbes.com/2009/08/27/davidson-abu-dhabi-markets-econ-censorship.html. 7 Catrina Stewart, “Russian Regional Governor Said ArcelorMittal Could Lose Coal Mines,” Breaking News 24/7, July 10, 2009, http://blog.taragana.com/n/russian-regional-governor-said-arcelormittal-could-lose-coal-mines-105670. 8 Working Group on Privatization and Corporate Governance of State Owned Assets, “State Owned Enterprises in India: Reviewing the Evidence,” Organisation for Economic Co-operation and Development, Jan. 26, 2009, based on work by Professor Ram Kumar Mishra. 9 Ibid, p. 6. 10 Fortune Global 500, 2009, http://money.cnn.com/magazines/fortune/global500/2009/full_list. 11 Fareed Zakaria, “Meeting with World Leaders at the United Nations,” CNN, Sept. 28, 2008, http://transcripts.cnn.com/TRANSCRIPTS/0809/28/fzgps.01.html. 12 David Lague, “China Corners Market in a High-Tech Necessity,” New York Times, Jan. 22, 2006, http://www.nytimes.com/2006/01/22/business/worldbusiness/22iht-rare.html?

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articleID=2069&AspxAutoDetectCookieSupport=1. 2 The phrase “rise of the rest” was popularized by Fareed Zakaria in The Post-American World (New York: Norton, 2008). 3 Karl-Heinz Büchemann, “The ‘Dumbest Idea in the World’: Jack Welch, the Figurehead of Shareholder Value, Disowns His Doctrine,” Atlantic Times, Apr. 2009, http://www.atlantic-times.com/archive_detail.php?recordID=1716. 4 Organisation for Economic Co-operation and Development, Principles of Corporate Governance, May 1999. 5 Welch rejected the approach in an interview with the Financial Times, Mar. 12, 2009: “Shareholder value is a result, not a strategy.” 6 President Hoover was petitioned by more than a thousand leading U.S. economists of the time not to sign the Smoot-Hawley Act. Compared to the previous 1922 Tariff Act (which itself had led to dramatic increases in earlier levels), Smoot-Hawley increased tariffs for 890 groups of goods while decreasing them for 235.

State-Building: Governance and World Order in the 21st Century
by Francis Fukuyama
Published 7 Apr 2004

The divergence between individual and organizational interests led to a major branch of theory under the heading of principal-agent relationships that is 48 state-building today the overarching framework for understanding governance problems. Berle and Means (1932) recognized long ago that the divorce of ownership from management in modern corporations creates significant corporate governance problems. The owners, or principals, designate managers, or agents, to look after their interests, but the agents often respond to individual incentives that differ sharply from those of the principals. This is a problem with all forms of hierarchical organization and can exist at multiple levels of the hierarchy simultaneously.

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These costs included the costs of monitoring agent behavior and bonding the agent and the residual losses that occurred when the agent acted in ways contrary to the interests of the firm. Jensen and Meckling assumed that it was primarily the residual risk-bearers or owners who did the disciplining and on this basis developed a sophisticated theory of capital structure and its relationship to corporate governance. Fama (1980) argued, however, that the residual risk-bearers were not the only source of agent discipline. Managers or agents monitored and disciplined each other’s behavior because agency relationships involved repeated interactions and there was a competitive market for managerial talent in which these evaluations would be important.

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This perspective thus tends to emphasize conflicts of interests between members of the group (that is after all what principal-agent problems are all about) and to underplay concepts like group identity, socialization, leadership, and so forth. It is certainly worthwhile to try to understand problems of corporate governance or public corruption in principal-agent terms and to use this framework to design institutions that try to bring divergent incentives back into alignment. However, there are at least three basic reasons why there can be no optimal specification of formal institutions and thus no optimal form of organization, particularly for public sector agencies.

The Ascent of Money: A Financial History of the World
by Niall Ferguson
Published 13 Nov 2007

Siegel, Stocks for the Long Run: The Definitive Guide to Financial Market Returns and Long-Term Investment Strategies (New York, 2000). 9 Elroy Dimson, Paul Marsh and Mike Stanton, Triumph of the Optimists: 101 Years of Global Investment Returns (Princeton, 2002). 10 Paul Frentrop, A History of Corporate Governance 1602-2002 (Brussels, 2003), pp. 49-51. 11 Ronald Findlay and Kevin H. O’Rourke, Power and Plenty: Trade, War, and the World Economy in the Second Millennium (Princeton, 2007), p. 178. 12 Frentrop, Corporate Governance, p. 59. 13 On the ambivalence of the Calvinist capitalist Dutch Republic, see Simon Schama, The Embarrassment of Riches: An Interpretation of Dutch Culture in the Golden Age (New York, 1997 [1987]). 14 John P.

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Shelton, ‘The First Printed Share Certificate: An Important Link in Financial History’, Business History Review, 39, 3 (Autumn 1965), p. 396. 15 Shelton, ‘First Printed Share Certificate’, pp. 400f. 16 Engel Sluiter, ‘Dutch Maritime Power and the Colonial Status Quo, 1585-1641’, Pacific Historical Review, 11, 1 (March 1942), p. 33. 17 Ibid., p. 34. 18 Frentrop, Corporate Governance, pp. 69f. 19 Larry Neal, ‘Venture Shares of the Dutch East India Company’, in William N. Goetzmann and K. Geert Rouwenhorst (eds.), The Origins of Value: The Financial Innovations that Created Modern Capital Markets (Oxford, 2005), p. 167. 20 Neal, ‘Venture Shares’, p. 169. 21 Schama, Embarrassment of Riches, p. 349. 22 Ibid., p. 339. 23 Neal, ‘Venture Shares’, p. 169. 24 Frentrop, Corporate Governance, p. 85. 25 Ibid., pp. 95f. 26 Ibid., p. 103. Cf. Neal, ‘Venture Shares’, p. 171. 27 Neal, ‘Venture Shares’, p. 166. 28 Findlay and O’Rourke, Power and Plenty, p. 178. 29 Ibid., pp. 179-83.

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In a tract entitled The Necessary Discourse (Nootwendich Discours), published in 1622, an anonymous author lamented the lack of transparency which characterized the ‘self-serving governance of certain of the directors’, who were ensuring that ‘all remained darkness’: ‘The account book, we can only surmise, must have been rubbed with bacon and fed to the dogs.’24 Directorships should be for fixed terms, the dissenters argued, and all major shareholders should have the right to appoint a director. The campaign for a reform of what would now be called the VOC’s corporate governance duly bore fruit. In December 1622, when the Company’s charter was renewed, it was substantially modified. Directors would no longer be appointed for life but could serve for only three years at a time. The ‘chief participants’ (shareholders with as much equity as directors) were henceforth entitled to nominate ‘Nine Men’ from among themselves, whom the Seventeen Lords were obliged to consult on ‘great and important matters’, and who would be entitled to oversee the annual accounting of the six chambers and to nominate, jointly with the Seventeen Lords, future candidates for directorships.

Other People's Money: Masters of the Universe or Servants of the People?
by John Kay
Published 2 Sep 2015

Augar, P., 2006, The Greed Merchants: How the Investment Banks Played the Free Market Game, London, Penguin, p. 107. 8. El Paso Corporation, Shareholder Litigation, 2012, Del. Ch 41 A.3d 432. 9. Goldman Sachs Code of Business Conduct and Ethics. Last accessed: 31 July 2014, http://www.goldmansachs.com/investor-relations/corporate-governance/corporate-governance-documents/revise-code-of-conduct.pdf. 10. Cohan, W. D., 2012, Money and Power, London, Penguin. 11. Summers, L., 2000, Remarks of Treasury Secretary Lawrence H. Summers to the Securities Industry Association, Office of Public Affairs, 9 November. 12. Transcript of investor conference call, 9 August 2007, reported on Bloomberg.com, 25 November 2008. 13.

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Louis Review, February, 68 (2), pp. 22–37. Goff, S., and Parker, G., 2011, ‘Diamond Says Time for Remorse Is Over’, Financial Times, 11 January. Goldman Sachs Code of Business Conduct and Ethics, 2014. Last accessed: 31 July 2014, http://www.goldmansachs.com/investor-relations/corporate-governance/corporate-governance-documents/revise-code-of-conduct.pdf. Goodman, A., 2013, ‘Top 40 Buffett-isms: Inspiration to Become a Better Investor’, Forbes, 25 September. Greenspan, A., 1999, ‘Financial Derivatives’, speech to the Futures Industry Association, Boca Raton, FL, 19 March. Greenspan, A., 2008, Statement to the House, Committee on Oversight and Government Reform, Hearing, 23 October (Serial 110–209).

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Stewardship does require securing the succession of competent managers to senior executive roles, ensuring that business strategy is properly developed and subjected to critical scrutiny, and – a role rendered necessary by the effects of financialisation – preventing senior executives enriching themselves at the expense of other shareholders. Stewardship involves rather more than the box-ticking approaches of the proxy services that have become integral to corporate governance – although smaller investment intermediaries, with more holdings than they can themselves effectively monitor (itself an indicator of a problem), may need to use these agencies. Effective stewardship, however, is integrated with investment management: there is no such thing as good governance of a bad business.

Samsung Rising: The Inside Story of the South Korean Giant That Set Out to Beat Apple and Conquer Tech
by Geoffrey Cain
Published 15 Mar 2020

“Critics,” Daniel Lee wrote, “called us puppies who did not fear a tiger.” The Republic of Samsung, for both good and bad, was on the ascendant. Henry Cho recounted, “They treated me like a god.” Dynasty Ascendant “I THINK THEY [SAMSUNG] are mimicking exactly the old ways,” Jisoo Lee, a corporate governance lawyer who’d tussled with Samsung at shareholder meetings, told me over coffee after I’d first talked with Henry. He gave me a comparison that Koreans often make. “If you look at the first king of [Korea’s] Yi dynasty, Taejo, he had eight sons, and there was this battle between the fifth and the youngest son,” he said.

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All have been pardoned by the president, often without serving prison time. Three of them, including Samsung chairman Lee Kun-hee, have been pardoned twice. From January 2015 to February 2016, the outside members of Samsung Electronics’ board of directors—who were supposed to be independent, as a check on corporate governance—unanimously approved every proposal put forward by the company, except the two times a director was absent. Imagine the heirs of the Carnegies and Rockefellers being so powerful and revered that The New York Times would self-censor its coverage out of deference. Imagine a White House pardoning the heirs of Sam Walton or Ray Kroc, as they ran the operations of Walmart or McDonald’s from their prison cells.

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The former financial executive, Kim Seon-jeong, who was involved in some of the succession planning, told me that a tranche of high-level executives were involved in drawing up plans for the sensitive inheritance process, exploiting legal loopholes, cash gifts, and financial tools like convertible bonds and bonds with warrants. “That was the perfect tool for the succession plan,” corporate governance lawyer Jisoo Lee told me. The plans got under way in early 1995, when Chairman Lee gave a gift of money to his children, which they used to buy shares in unlisted Samsung holdings at what seemed like bargain prices. The companies went public a few months later; share prices jumped on the open market.

The Globalization Paradox: Democracy and the Future of the World Economy
by Dani Rodrik
Published 23 Dec 2010

If you want more and better markets, you have to have more (and better) governance. Markets work best not where states are weakest, but where they are strong. Second, capitalism does not come with a unique model. Economic prosperity and stability can be achieved through different combinations of institutional arrangements in labor markets, finance, corporate governance, social welfare, and other areas. Nations are likely to—and indeed are entitled to—make varying choices among these arrangements depending on their needs and values. Trite as they may sound as stated, these ideas have enormous implications for globalization and for democracy, and for how far we can take each in the presence of the other.

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“Unlike the economic nationalism of the thirties,” Ruggie writes, the regime “would be multilateral in character; unlike the liberalism of the gold standard and free trade, its multilateralism would be predicated upon domestic interventionism.”7 The considerable maneuvering room afforded by these trade rules allowed advanced nations to build customized versions of capitalism around distinct approaches to corporate governance, labor markets, tax regimes, business-government relations, and welfare state arrangements. What emerged, in a phrase coined by the political scientists Peter Hall and David Soskice, were “varieties of capitalism.”8 The United States, Britain, France, Germany, or Sweden were each market-based economies, but the institutions that underpinned their markets differed substantially and bore unmistakably national characteristics.

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Emerging market economies need “good institutions” that promote property rights “such as the rule of law, constraints on government expropriation, and absence of corruption.” They also need institutions that promote an efficient financial system, such as “financial regulation to encourage transparency, good corporate governance, prudential supervision to limit excessive risk taking, and good enforcement of financial contracts.” These reforms in turn require extensive legal and political transformations to relax the grip of incumbents in the system and open it to competition.6 What is striking in arguments such as these is how extensive and imprecise—simultaneously—the list of prerequisites can be.

Capital Without Borders
by Brooke Harrington
Published 11 Sep 2016

Gerard Hanlon, “Institutional Forms and Organizational Structures: Homology, Trust and Reputational Capital in Professional Service Firms,” Organization 11 (2004): 205. 2. Eliot Freidson, Professionalism: The Third Logic (London: Polity, 2001), 128. 3. Doreen McBarnet, “After Enron: Corporate Governance, Creative Compliance and the Uses of Corporate Social Responsibility,” in Justin O’Brien, ed., Governing the Corporation: Regulation and Corporate Governance in an Age of Scandal and Global Markets, 205–222 (New York: John Wiley & Sons, 2005). 4. Tim Bartley, “Institutional Emergence in an Era of Globalization: The Rise of Transnational Private Regulation of Labor and Environmental Conditions,” American Journal of Sociology 113 (2007): 298. 5.

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Manish Bhansali, Deepti Sharma, and Vijay Raina, “Epigastric Heteropagus Twins: 3 Case Reports with Review of Literature,” Journal of Pediatric Surgery 40 (2015): 1204–1208. 80. Zucman, The Hidden Wealth of Nations, 34. 81. Ibid., 30. 82. Doreen McBarnet, “After Enron: Corporate Governance, Creative Compliance and the Uses of Corporate Social Responsibility,” in Justin O’Brien, ed., Governing the Corporation: Regulation and Corporate Governance in an Age of Scandal and Global Markets, 205–222 (New York: John Wiley & Sons, 2005). 83. Zucman, The Hidden Wealth of Nations, 73. 84. Adam Hofri, “Professionals’ Contribution to the Legislative Process: Between Self, Client, and the Public,” Law & Social Inquiry 39 (2014): 96–126. 85.

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Jens Beckert, “Political and Social Interests in the Transfer of Property,” Archives of European Sociology 46 (2005): 359–368. 46. Thomas Piketty, “On the Long-Run Evolution of Inheritance: France 1820–2050,” Working Paper, Paris School of Economics, 2010. 47. Randall Morck, Daniel Wolfenzon, and Bernard Yeung, “Corporate Governance, Economic Entrenchment, and Growth,” Journal of Economic Literature 43 (2005): 655–720. 48. Jens Beckert, Inherited Wealth (Princeton, NJ: Princeton University Press, 2008), 18. 49. Gabriel Zucman, The Hidden Wealth of Nations (Chicago: University of Chicago Press, 2015), 53. 50. Federico Cingano, “Trends in Income Inequality and Its Impact on Economic Growth,” OECD Social, Employment and Migration Working Papers 163, 2015. 51.

Red Flags: Why Xi's China Is in Jeopardy
by George Magnus
Published 10 Sep 2018

Small ones were privatised or closed, while larger ones were turned into more major corporations and merged into large industrial groups. The government decided to retain ownership of between 500 to 1,000 large SOEs and allow smaller SOEs to be leased or sold. In 1997, the 15th Party Congress approved plans to convert some SOEs into shareholding corporations, and in 2000, the Shanghai Stock Exchange issued China’s first corporate governance guidance principles, later drafted into legal requirements by the China Securities Regulatory Commission.21 By 2001, 86 per cent of all SOEs had been restructured and roughly 70 per cent had been fully or partially privatised.22 The employment consequences of SOE reforms were considerable, though the private sector absorbed a lot of the slack created.

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Most of the remainder are in social services, education and health, sports, real estate and other sectors.15 China is becoming increasingly active in fortifying the role that SOEs play in advanced manufacturing and the new industries in which it hopes to develop global leadership. The 2013 SOE reform proposals nourished hopes that the raison d’être for state ownership would become more transparent, and that they would mandate a marked improvement in corporate governance. Yet, very little of substance really emerged from the four agencies supposed to be responsible for SOE reform, perhaps partly because their agendas were full of contradictions. The State-owned Assets Supervision and Administration Commission of the State Council (SASAC), which manages around a hundred SOEs under the supervision of the central government (as opposed to the many more under the supervision of local governments), wanted to build globally competitive SOEs.

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Since 2015–16, China has experienced a stock market rout, a mini currency crisis, corruption and risk management scandals in the financial sector, a new round of rising non-performing loans, and the exposure of excessive leverage in the finance sector and among SOEs and local governments. All in all, these events add up to a serious problem not just of weak regulation, which is now being partially addressed, but also of weak corporate governance and operational management which are not only being inadequately addressed but are being exacerbated because of new political interference. As I have suggested here, China could become embroiled in a debt crisis arising from the increase in the burden of debt and the decline in capacity to shoulder it, but this does not seem a likely outcome.

The System: Who Rigged It, How We Fix It
by Robert B. Reich
Published 24 Mar 2020

Dalio foresees one of two outcomes: Either we “re-engineer the system so that the pie is both divided and grown well” or else “we will have great conflict and some form of revolution that will hurt most everyone and will shrink the pie.” Dalio proposes the system be reengineered not by stopping hedge funds and other big investors like him from forcing companies to squeeze out every ounce of profits, typically by pushing down wages and by abandoning workers and communities; not by changing corporate governance to give workers more say or giving them more ownership of the companies they work in; not by busting up giant Wall Street hedge funds and banks—not, in short, by doing anything that could possibly threaten Dalio’s own considerable wealth and power. Instead, he suggests convening a “bipartisan commission.”

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Millions of Americans overcame their cynicism and began to mobilize. In order to reverse the vicious cycle in which we now find ourselves, it’s important to understand how it began and how it has maintained its momentum. Three big systemic changes over the last forty years have reallocated power upward in the system. They are (1) the shift in corporate governance from stakeholder to shareholder capitalism, (2) the shift in bargaining power from large unions to giant corporations, and (3) the unleashing of the financial power of Wall Street. Each of these power shifts began when a few clever people discovered ways to exploit the system. They succeeded by using their wealth and power to alter laws and rules that had previously prevented such exploitation.

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I hope you now see that the only way to do the admirable things you advocate in your public pronouncements—ensure that the needs of all our citizens are being met, lift middle-class incomes, fulfill the promise of equal opportunity, and end climate change—is to do something you have shown no interest in doing: Give up your power and get your colleagues at the Business Roundtable and other members of the American oligarchy to do the same. Then support systemic changes that ensure that no one can ever again siphon off so many of the economic gains for themselves while undermining so much of our democracy. As I’ve said, we need to change corporate governance so workers and communities have a larger voice in corporate decision making. Although your Business Roundtable now appears receptive to this idea, I very much doubt you and your fellow CEOs are prepared to sacrifice share prices (as well as all your pay that’s tied to those share prices) to achieve it—which is what it will require.

Quantitative Value: A Practitioner's Guide to Automating Intelligent Investment and Eliminating Behavioral Errors
by Wesley R. Gray and Tobias E. Carlisle
Published 29 Nov 2012

It makes some intuitive sense that insiders with high conviction about the relative undervaluation of the stock would buy more of it, and that such trades would signal greater subsequent outperformance. This signal was reduced, however, when the trade was large in relation to the size of the stock, indicating that the market may be wary of trades that result in free-float reduction and possible deterioration in corporate governance. Giamouridis, Liodakis, and Moniz also find that the recent history of purchases is a key driver of outperformance. Insiders' trades in stocks where there have been many purchases over the preceding three months outperform. Notably, stocks that announce a buyback where insiders simultaneously purchase stock have a significant incremental outperformance, perhaps indicating that the insiders' purchases give credence to management's view that the company is undervalued.

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The authors find market-beating returns upon the announcement of potential activism in the range of 5 to 7 percent, with no return reversal during the subsequent year (see Figure 9.5). FIGURE 9.5 Abnormal Returns around 13D Filings Source: Alon P. Brav, Wei Jiang, Randall S. Thomas, and Frank Partnoy, “Hedge Fund Activism, Corporate Governance, and Firm Performance.” Journal of Finance 63 (May 2008): 1729; ECGI Finance Working Paper No. 139/2006; Vanderbilt Law and Economics Research Paper No. 07-28; FDIC Center for Financial Research Working Paper No. 2008-06. Available at SSRN: http://ssrn.com/abstract=948907. In a 2009 paper, April Klein and Emanuel Zur15 examined “confrontational activism campaigns” by “entrepreneurial shareholder activists” and concluded that such strategies generate “significantly positive market reaction for the target firm around the initial Schedule 13D filing date” and “significantly positive returns over the subsequent year.”

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Daniel Giamouridis, Manolis Liodakis, and Andrew Moniz, “Some Insiders Are Indeed Smart Investors,” July 29, 2008. Available at http://ssrn.com/abstract=1160305 or http://dx.doi.org/10.2139/ssrn.1160305. 14. Alon P. Brav, Wei Jiang, Randall S. Thomas, and Frank Partnoy, “Hedge Fund Activism, Corporate Governance, and Firm Performance.” Journal of Finance 63 (May 2008): 1729; ECGI Finance Working Paper No. 139/2006; Vanderbilt Law and Economics Research Paper No. 07-28; FDIC Center for Financial Research Working Paper No. 2008-06. Available at http://ssrn.com/abstract=948907. 15. April Klein and Emanuel Zur, “Entrepreneurial Shareholder Activism: Hedge Funds and Other Private Investors.”

Commodity Trading Advisors: Risk, Performance Analysis, and Selection
by Greg N. Gregoriou , Vassilios Karavas , François-Serge Lhabitant and Fabrice Douglas Rouah
Published 23 Sep 2004

Ali previously worked for several years as a finance lawyer in Sydney. He is also a coauthor of Corporate Governance and Investment Fiduciaries (Sydney: Lawbook Co., 2003), which examines the corporate governance aspects of managed investment products. Mark Anson is the Chief Investment Officer for the California Public Employees’ Retirement System (CalPERS). He has complete responsibility for all asset classes in which CalPERS invests, including domestic and international equity and fixed income, real estate, corporate governance, currency overlay, securities lending, venture capital, leveraged buyouts, and hedge funds.

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Anson is a member of the New York and Illinois State Bar associations and has earned accounting and financial designations. He is the author of four books on financial markets and has published over 60 research articles on the topics of corporate governance, hedge funds, real estate, currency overlay, credit risk, private equity, risk management, and portfolio management. Dr. Anson is on the editorial boards of five financial journals and sits on Advisory Committees for the New York Stock Exchange, the International Association of Financial Engineers, AIMR’s Task Force on Corporate Governance, the Center for Excellence in Accounting and Security Analysis at Columbia University, and the Alternative Investment Research Centre at the City University of London.

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U. (2000) “Unbundling Credit Risk: The Nature and Regulation of Credit Derivatives.” Journal of Banking and Finance Law and Practice, Vol. 11, No. 2, pp. 73–92. Ali, P. U. (2002) “Individual Share Futures in Australia.” Company and Securities Law Journal, Vol. 20, No. 4, pp. 232–235. Ali, P. U., G. Stapledon, and M. Gold. (2003) Corporate Governance and Investment Fiduciaries. Rozelle, New South Wales: Lawbook Company. Amenc, N., and L. Martellini. (2003) “The Brave New World of Hedge Fund Indices.” Working Paper (February), Edhec Risk and Asset Management Research Centre, Lille, France. Amenc, N., L. Martellini, and M. Vaissié. (2003) “Benefits and Risks of Alternative Investment Strategies.”

Making Globalization Work
by Joseph E. Stiglitz
Published 16 Sep 2006

There are strong incentives—and enormous opportunities—to shape political processes and the economic system in ways that generate profits for some at the expense of the many. Open, democratic processes can circumscribe the power of special interest groups. We can bring ethics back into business. Corporate governance can recognize the rights not only of shareholders but of others who are touched by the actions of the corporations.10 An engaged and educated citizenry can understand how to make globalization work, or at least work better, and can demand that their political leaders shape globalization accordingly.

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When I was chief economist of the World Bank, we had an intense debate about those privatizations. I was among those who worried that rapid privatizations not only generated lower revenue for governments desperately in need of money but undermined confidence in the market economy. Without appropriate laws concerning corporate governance, there might be massive theft of corporate assets by managers; there would be incentives to strip assets rather than to build wealth. I worried too about the huge inequality to which these privatization could give rise. The other side said: Don’t worry, just privatize as rapidly as possible; the new owners will make sure that resources are well used and the economy will grow.

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At the same time, the central government moved away from micromanaging every detail of the economy to managing the overall economic framework, including ensuring a supply of finance for the development of infrastructure. As China’s transition evolved, the government realized that continued success would require stronger laws concerning corporate governance. It realized too that, in the zeal to strengthen the market, areas such as rural education and health had been left behind. The 2006 five-year plan sets out to redress these imbalances. The list of potential arenas for government action is large. Today, nearly everyone agrees that government needs to be involved in providing basic education, legal frameworks, infrastructure, and some elements of a social safety net, and in regulating competition, banks, and environmental impacts.

We the Corporations: How American Businesses Won Their Civil Rights
by Adam Winkler
Published 27 Feb 2018

Just as the colonial corporations were bound by written charters that specified limits on the power of officeholders and guaranteed the rights of members, so was the new nation. The Constitution was America’s charter, its founding document, and the Constitution’s shape and scope reflected the Framers’ experience with corporate governance. Indeed, as we have seen, democracy and constitutionalism were intimately tied up with the corporation from the very beginning. America was founded by the Virginia Company, fundamentally shaped by the colonists’ experience with the Massachusetts Bay Company, and inspired to Independence by the East India Company.

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Nor would it have been completely outrageous for Binney to argue that a corporation was a citizen of a particular state—the type of citizenship at issue in diversity cases under the Judiciary Act and Article III. Then and now, a corporation is incorporated in one state and must follow that state’s laws on issues of corporate governance, such as the fiduciary duties of officers and the voting rights of stockholders. As in Binney’s day, Americans today might speak of a Delaware corporation or a New York corporation.24 Even if corporations could arguably be seen as citizens for legal purposes, Binney understood how difficult it would be for him to win with this argument.

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“In fine,” the Nation observed, “directors do not direct.”27 Had the policyholders somehow overcome their collective action problem, they faced a series of other hurdles created by the recent corporate law reforms. The “race to the bottom” that began when New Jersey loosened its laws to lure reincorporation by large corporations, like Standard Oil and American Tobacco, translated into increasingly lax rules of corporate governance. Older rules that held managers liable for negligent decision-making were replaced by the “business judgment rule,” which effectively immunized management from liability for bad decisions so long as those decisions were made in good faith to serve the business. Shareholders saw their legal right to inspect the books and records diminished.

Free Market Missionaries: The Corporate Manipulation of Community Values
by Sharon Beder
Published 30 Sep 2006

It was a long-term project, and Hayek warned the others that they should expect a long-term, but winnable, struggle: ‘What to the contemporary observer appears as a battle of conflicting interests decided by the votes of the masses,’ he said, ‘has usually been decided long before in a battle of ideas confined to narrow circles.’7 The Mont Pèlerin Society was the seed that started a network of some 78 institutions. The society forged links with like-minded think tanks, corporations, governments and university economics departments, becoming the intellectual and ideological inspiration for economic fundamentalists around the world. Although the society itself has a very low profile it has exercised a strong influence through its more than 500 members – who hold key positions in government, government bureaucracies and in an array of think tanks – as well as its informal networks.8 The efforts of the Mont Pèlerin Society would have come to nothing, however, had business interests not embraced their ideas and poured money into their networks and think tanks from the 1970s.

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Gates’ second book, Democracy at Risk: Rescuing Main Street from Wall Street – a Populist Vision for the 21st Century (2000), makes a similar argument, and has been endorsed by people as diverse as Klaus Schwab, president of the World Economic Forum, and consumer rights’ advocate Ralph Nader.67 The European Commission is also keen to encourage shareholder democracy, and to this end is seeking to harmonize corporate government codes in Europe to make it easier for lay people to invest. Frits Bolkestein, European commissioner for the internal market, said in 2002: ‘I want to have a European market in shares, a shareholder democracy, one share one vote.’ Jean-Pierre Thomas, an investment 186 FREE MARKET MISSIONARIES banker and member of the French parliament, unsuccessfully promoted legislation ‘to establish tax-subsidized personal pension funds in hopes of turning France into a nation of shareholders’.68 NOTES 1 Ronald Brownstein, ‘Though Workers Are Now Investors, They Don’t Think Like Capitalists’, Los Angeles Times, 15 November 1999, pA5. 2 IRC, ‘Profile: Empower America’, Interhemispheric Resource Center, 22 November 2003, http://rightweb.irc-online.org/org/empower.php. 3 Empower America, ‘Mission’, Empower America, www.empoweramerica.org/about accessed 26 December 2002; FreedomWorks, ‘Our Mission’, FreedomWorks, www. freedomworks.org/know/mission.php accessed 11 January 2005. 4 Richard Nadler, ‘Investor Class Act’, National Review, 22 May 2000b; Richard W.

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Carter, ‘The Myth of Shareholder Democracy’. Lewis Braham, ‘Bring Democracy to Boardroom Elections’, Business Week, 21 October 2002, p126. William Taylor, ‘Can Big Owners Make a Difference’, Harvard Business Review, September/October, 1990; James McRitchie, ‘Enhancing the Return on Capital through Increased Accountability’, Corporate Governance, 26 March 2000, www. corpgov.net/. Nathaniel Nash, ‘Shareholders’ Rights: Three Views: Vying for Control of the Public Corporation’, New York Times, 15 February 1987. Kerry Capell and David Fairlamb, ‘Everyone Is Selling, No One Is Buying’, Business Week, 22 July 2002; Colin Robinson, ‘Pressure Groups and Political Forces in Britain’s Privatisation Programme’, Paper presented at the Japan Public Choice Society International Conference, Chiba University of Commerce, 22–23 August 1997, p8; Whitfield, Making It Public, p30; Thomas, ‘The Privatization of the Electricity Supply Industry’, p41; Julia Flynn, ‘Will Britain Ever Be a Nation of Stock-Keepers?’

Bean Counters: The Triumph of the Accountants and How They Broke Capitalism
by Richard Brooks
Published 23 Apr 2018

(Profile Books, UK, 2015) Lewis, M., The Big Short – Inside the Doomsday Machine (Norton & Co., US, 2010) McLean, B., and Nocera, J., All the Devils Are Here: The Hidden History of the Financial Crisis (Penguin, US, 2010) Zucman, G., The Hidden Wealth of Nations – the Scourge of Tax Havens (University of Chicago Press, US, 2015) ACADEMIC AND PROFESSIONAL PAPERS Beattie, Vivien; Fearnley, Stella; and Hines, Tony, ‘Does IFRS Undermine UK Reporting Integrity?’ (Accountancy, December 2008) Bush, T., Divided by Common Language – Where Economics Meets the Law: US versus non-US financial reporting models (ICAEW, UK, June 2005), http://www.icaew.com/-/media/corporate/files/technical/corporate-governance/dialogue-in-corporate-governance/divided-by-common-language-publication.ashx?la=en Matthews, D., and Pirie, J., Auditors Talk: An Oral History of the Profession from the 1920s to the Present Day (Taylor & Francis, UK, 2001) Napier, C. J., ‘Intersections of Law and Accountancy: Unlimited Auditor Liability in the United Kingdom’ (Accounting, Organisations and Society, UK, Vol. 23, No. 1, pp.105–28, 1998) Shah, A., Systemic Regulatory Arbitrage: A Case Study of KPMG (Suffolk Business School, UK, 2015) Sikka, Professor P., and Mitchell, A., The Pinstripe Mafia: How Accountancy Firms Destroy Societies (Association of Accountancy & Business Affairs, UK, 2011) Wootton, C.

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By 2016, across 150 countries, the Big Four employed 890,000 people (40,000 of them partners), which was more than the six most valuable companies in the world combined.13 NEW PRIORITIES For the past decade, all the firms’ real-terms global growth has come from selling more consulting services. This partly reflects a talent for turning any change into a fee-earning opportunity. Dealing with corporate governance changes after Enron and WorldCom, for example, became a consultancy industry in itself. Advising on post-crisis financial regulation has more than made up for the minor setback of 2008. KPMG starred in the ultimate ‘nothing succeeds like failure’ story. Although – more than any other firm – it had missed the devaluation of subprime mortgages that led to a world banking collapse, before long it was brought in by the European Central Bank for a ‘major role in the asset quality review process’ of most of the banks that now needed to be ‘stress-tested’.14 With wealth come the resources and capacity to expand and adapt, too.

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Official or minister Government job Big Four job with year appointed Peter Mandelson Trade and industry secretary, 1998 Consultant, EY, 1999 Alan Milburn Health secretary, 1999–2003 Chairman, PwC Health Industries Oversight Board, 2013 Charles Clarke Education secretary, 2002–4 Home secretary, 2004–6 Consultant, KPMG, 2008 Jacqui Smith Home secretary, 2007–9 Consultant, KPMG, 2010 Ian Pearson Economic secretary to the Treasury, 2008–10 Member, PwC Advisory Board, 2011 Lord (Jack) McConnell First minister (Labour), Scotland, 2001–7 Member, PwC Advisory Board, 2011 Lord (Gus) O’Donnell Cabinet secretary and head of the civil service, 2005 –11 Chair, PwC Public Interest Board, 2015 Lord (Jonathan) Evans Director general, MI5, 2007–13 Member, KPMG Public Interest Committee, 2017 Lord (John) McFall Labour MP and senior member, Treasury select committee, until 2010 Senior adviser to KPMG on regulatory and corporate governance, 2012 Sir Steve Robson Second permanent secretary, Treasury, Financial Services, until 2011 Chair, KPMG Public Interest Committee, 2012 Dave Hartnett Permanent secretary, Tax, HMRC, to 2012 Consultant, Deloitte, 2013 Sir Nicholas Montagu Chairman, HMRC, to 2005 Member, PwC Advisory Board, 2004 Simon Virley Director general, Energy, Department of Energy and Climate Change, to 2015 Head of power and utilities, KPMG, 2015 Sir Leigh Lewis Permanent secretary, Department of Work and Pensions, until 2011 Member, PwC Advisory Board, 2011 Sir John Scarlett Head of MI6, 2004–9 Advisor, PwC, 2010 Lord Strathclyde Leader of the House of Lords, 2010–13 Advisor, PwC, 2010 Paul Kirby Head of No. 10 Policy Unit, 2011–13 (having previously been KPMG consultant) Head of government and public sector, KPMG, 2013 Neil Sherlock Special adviser to the deputy prime minister, 2012–13 Head of reputational strategy, PwC, 2013 Lord (Norman) Warner Health minister, 2003–06 Strategic adviser, Deloitte, 2008 Mark Britnell Director general, Commissioning, NHS, 2007–09 Head of KPMG health services, 2009 Mike Farrar Chief executive, North-West Strategic Health Authority, 2006–11 Chair, PwC Public Sector Health Board Sir Peter Westmacott UK ambassador to United States, 2012–16 Non-executive, EY, 2017 Andrew Mitchell International development secretary, 2010–12 Consultant, EY, 2016 Mats Persson Special adviser on EU to David Cameron 2015–16 Head of international trade, EY, 2016 Paul Skinner Chairman, Infrastructure UK (part of HM Treasury), 2009–13 Chairman, Defence Equipment & Support, 2014–present Member, PwC Advisory Board, 2015 Jon Pain Managing director, Supervision, Financial Services Authority, 2008–11 Partner, regulatory practice, KPMG, 2011 David Strachan Director, Financial Stability, Financial Services Authority, 2008–11 Head of regulatory strategy, Deloitte, 2011 Margaret Cole Managing director, Enforcement & Financial Crimes, Financial Services Authority, to 2012 Chief risk officer and general counsel, PwC, 2012 REGULATION ISSUE If the bean counters get a good deal from Whitehall, it’s nothing next to their treatment from the regulators that they have also captured.

The Reckoning: Financial Accountability and the Rise and Fall of Nations
by Jacob Soll
Published 28 Apr 2014

Today, Andersen employs a skeleton staff of two hundred to manage its continuing litigation, down from 85,000 worldwide.27 In response to Enron and a cascade of other corporate accounting scandals and bankruptcies (among them giants like Tyco International, Adelphia, and Peregrine Systems), President George W. Bush signed the 2002 Sarbanes-Oxley Act, which set up the Public Company Accounting Oversight Board, an attempt to guarantee auditor independence and corporate governance and to clarify the rules of corporate auditing and financial disclosure. This was a pure corporate accountability law. “The era of low standards and false profits is over,” President Bush said. “No boardroom in America is above or beyond the law.” The day of reckoning had come, he intoned, at least for the accountants: “Free markets are not a jungle in which only the unscrupulous survive, or a financial free-for-all guided only by greed. . . .

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J. Matthijs de Jongh, “Shareholder Activism at the Dutch East India Company in 1622: Redde Rationem Villicationis Tuae! Give an Account of Your Stewardship!” (paper presented at the Conference on the Origins and History of Shareholder Advocacy, Yale School of Management, Millstein Center for Corporate Governance and Performance, November 6–7, 2009), 1–56; A Translation of the Charter of the Dutch East India Company (Verenigde Oostindische Compagnie, or VOC), trans. Peter Reynders (Canberra: Map Division of the Australasian Hydrographic Society, 2009). 19. A Translation of the Charter of the Dutch East India Company, 3. 20.

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Zeff, Financial Reporting and Global Capital Markets: A History of the International Accounting Standards Committee 1973–2000 (Oxford: Oxford University Press, 2006), 21–24; “The Norwalk Agreement,” www.fasb.org/news/memorandum.pdf. 11. Barbara Ley Toffler, Final Accounting: Ambition, Greed and the Fall of Arthur Andersen (New York: Crown, 2003), 18; Robert A. G. Monks and Nell Minow, Corporate Governance (New York: John Wiley & Sons, 2008), 563. 12. Toffler, Final Accounting, 28, 41. 13. Ibid., 14. 14. Allen and McDermott, Accounting for Success, 171–172. 15. Ibid., 173. 16. Ibid., 175–181. 17. Philip G. Joyce, Congressional Budget Office: Honest Numbers, Power, and Policymaking (Washington, DC: Georgetown University Press, 2011), 16–17. 18.

Smarter Investing
by Tim Hale
Published 2 Sep 2014

The salutary lesson of the Japanese market that languished 60% below its peak almost twenty years later is one reason why you need to diversify globally. Why does ‘home bias’ occur? There are a number of suggested reasons why home bias occurs, such as avoiding non-domestic risks, the costs of investing overseas, information asymmetries – where investors know more about domestic stocks (or at least think they do), corporate governance differences and behavioural biases. It is likely that it is a mix of all of these to some extent, and will vary by investor. On the behavioural side of the equation, some investors appear to have a distaste for, or fear of, foreign stock (Huberman, 2001). Others tend to suffer regret when they own a portfolio that behaves differently from that of their home market (Solnick, 2008).

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The flip side of the coin is that the expected return for providing capital (owning equities or bonds) is higher than that of developed markets. Many investors seem to forget that these risks are quite considerable and need to be taken in a controlled manner and in moderation; they include corruption, political instability, the lack of an established rule of law, limited freedom of the press, weak corporate governance and the sudden imposition of foreign exchange restrictions (remember Malaysia in 1997), to name a few. As we stated in Chapter 6 and cover further in Chapter 12, sensible expectations for higher expected returns are probably in the region of 1% to 2% above developed market equities over the longer term.

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Table 11.3 Peak-to-trough falls and recoveries for UK equities 1900–2012 11.3 Return enhancer – emerging market equities Investing in emerging markets, i.e. economies that are developing from an agricultural to an industrial and service-oriented structure, offers two benefits: first, these markets may be out of sync with the UK and other developed markets, providing a diversification benefit; and second, investors expect higher long-term returns relative to developed equity markets partly due to projected higher growth rates in these economies, but primarily in compensation for the additional risks they take on, i.e. the cost of capital is higher. These material risks include: political instability; currency risk; a lack of open and free markets; higher costs to invest; insufficient legal protection for owners; limited liquidity; and poor corporate governance. Defining what is an emerging market is not clear cut No precise definition exists, but measures such as GDP per capita, the regulatory environment and stock market size, steer index providers to a similar set of markets. A single variable of US$25,000 per capita GDP defines the boundary in practice between developed and emerging markets.

System Error: Where Big Tech Went Wrong and How We Can Reboot
by Rob Reich , Mehran Sahami and Jeremy M. Weinstein
Published 6 Sep 2021

they include concrete legislative mandates: Accountable Capitalism Act, S. 3348, 115th Congress (2017–18), https://www.warren.senate.gov/imo/media/doc/Accountable%20Capitalism%20Act%20One-Pager.pdf. Elizabeth Warren’s Accountable Capitalism Act: Elizabeth Warren, “Warren, Carper, Baldwin, and Warner Form Corporate Governance Working Group to Fundamentally Reform the 21st Century American Economy,” Elizabeth Warren (senate website), October 30, 2020, https://www.warren.senate.gov/newsroom/press-releases/warren-carper-baldwin-and-warner-form-corporate-governance-working-group-to-fundamentally-reform-the-21st-century-american-economy. Many observers have speculated: Yoni Heisler, “What Ever Became of Microsoft’s $150 Million Investment in Apple?

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But they are emblematic of how readily the engineering mindset of measurement and optimization has ballooned beyond the solution of technical problems. Rather, as engineers have assumed the role of company leaders and have become venture capitalists themselves, the engineering mindset has moved to the highest levels of corporate governance. Examining the impact of that mindset is critical to understanding how questions of human well-being and societal flourishing may—or may not—be taken into consideration in the decision-making processes of tech companies. The Optimization Mindset Meets Corporate Growth Though management tools such as OKRs coupled with an optimization mindset have fueled enormous corporate growth and led to the creation of billions of dollars in shareholder value, they also raise important questions: How are the objectives to measure to be chosen?

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Hunting for Unicorns Just over fifty years ago, Milton Friedman—still six years shy of winning the Nobel Prize in Economics—penned an essay in the New York Times espousing the view that “The Social Responsibility of Business Is to Increase Its Profits.” His argument followed the basic premise that a business is beholden to its owners—shareholders in the case of public companies—and as a result should be trying only to maximize its value. He explicitly rejected the role of social responsibility in corporate governance, in part because of the difficulty of generating a quantifiable assessment of such responsibilities. Rather, he argued for a singular focus on return to stockholders, stating that taking into account social responsibility is tantamount to spending stockholders’ money for a vague, ill-defined social interest.

Occupy
by Noam Chomsky
Published 2 Jan 1994

On Politics and Money Concentration of wealth yields concentration of political power. And concentration of political power gives rise to legislation that increases and accelerates the cycle. The legislation, essentially bipartisan, drives new fiscal policies, tax changes, also rules of corporate governance, and deregulation. Alongside of this began the very sharp rise in the costs of elections, which drives the political parties even deeper than before into the pockets of the corporate sector. The parties dissolved, essentially, in many ways. It used to be that if a person in Congress hoped for a position such as a committee chair or some position of responsibility, he or she got it mainly through seniority and service.

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Concern about the chicanery of the financial institutions and the way their influence on the government has led to a situation in which those responsible for the crisis are helped out, bailed out—richer and more powerful than ever, while the victims are ignored. There are very specific proposals concerning the regulation of financial transaction taxes, reversal of the rules of corporate governance that have led to this kind of situation: for example, a shifting of the tax code back to something more like what it used to be when the very rich were not essentially exempted from taxes, and many other quite specific demands of that kind. It goes on to include the interests of groups and their particular concerns, some of which are quite far reaching.

Company: A Short History of a Revolutionary Idea
by John Micklethwait and Adrian Wooldridge
Published 4 Mar 2003

(Asked to slow down by the onboard merchants, one Dutch East India Company captain, Jacob van Heemskerck, barked back, “When we risk our lives, the Lords of the Company may damn well risk their ships.”)13 And, of course, theorists had always considered the separation of ownership from control. But Berle and Means were the first to identify corporate governance as a practical problem. Henceforth, rather than worrying about monopolistic entrepreneurs squeezing out smaller businesses, the authorities increasingly looked for ways to protect small investors from the power of unfettered managers. In 1933, the New York Stock Exchange finally required proper accounts for listed companies.

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As for profits, these were deemed less important than market share. Japanese firms were prepared to tolerate very low returns on investment. And they had the firm support of the Japanese government, which protected some of the weaker keiretsu industries, and also turned a blind eye both to corporate-governance questions and to antitrust considerations. In the late 1980s, this “long-term” stakeholder capitalism represented a real challenge to shareholder capitalism—not least because critics could also point to other apparent successes. South Korea’s chaebol, which had broadly copied the keiretsu system, were seen as the next threat.

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During the 1980s, about half of America’s fifty states introduced laws that allowed managers to consider other stakeholders alongside shareholders. Connecticut even introduced a law that required them to do so. In Britain, the 1985 Companies Act took the same approach, forcing directors to consider the interests of employees as well as shareholders. If the main thrust of regulatory capitalism was social, there was also a corporate-governance element as well. Worried by the buccaneering spirit that deregulation had unleashed and by the piratical excesses of some corporate captains, governments sporadically tried to call the bosses of companies more firmly to account. In some cases, regulators breached the corporate veil—holding directors personally responsible for their firms’ actions.

Straight Talk on Trade: Ideas for a Sane World Economy
by Dani Rodrik
Published 8 Oct 2017

All advanced societies are some variant of a market economy with dominantly private ownership. But the United States, Japan, and the European nations have evolved historically under institutional setups that differ significantly. These differences are revealed in divergent practices in labor markets, corporate governance, social welfare systems, and approaches to regulation. That these nations have managed to generate comparable amounts of wealth under different rules is an important reminder that there is not a single blueprint for economic success. Yes, markets, incentives, property rights, stability, and predictability are important.

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Yes, markets, incentives, property rights, stability, and predictability are important. But they do not require cookie-cutter solutions. Economic performance fluctuates, even among advanced countries, so institutional fads are common. In recent decades, European social democracy, Japanese-style industrial policy, the US model of corporate governance and finance, and Chinese state capitalism have periodically come into fashion, only to recede from attention once their stars faded. Despite efforts by international organizations, such as the World Bank and the Organisation for Economic Co-operation and Development (OECD), to develop “best practices,” institutional emulation rarely succeeds.

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Similarly, caution dictates direct regulation of cross-border flows. As the advocates of capital mobility tirelessly point out, benefiting from financial globalization has a long list of prerequisites, including protection of property rights, sound contract enforcement, eradication of corruption, enhanced transparency and financial information, sound corporate governance, monetary and fiscal stability, debt sustainability, market-determined exchange rates, high-quality financial regulation, and prudential supervision. The illogic of presuming first-world institutions as a prerequisite to what is supposed to enable economic growth in the first place is too obvious to elaborate.

The Firm
by Duff McDonald
Published 1 Jun 2014

If they allowed their work to slip down to the middle rungs, the consultants reasoned, the money they’d make would come at the expense of their hard-won reputation for being the confidants of CEOs. This was a demonstrative reinforcement of Boweresque values. The FSI also reiterated McKinsey’s commitment to loose corporate governance, despite the firm’s growing size. This was also true to the firm’s tradition of giving consultants the freedom to exercise their entrepreneurial instincts. At the margins, however, change was creeping in. Usually it had to do with money. One result of FSI was the establishment of new “fee mechanisms” to enable the consultants to work with small but fast-growing companies.

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When they were offered a chance to remove any of their favorable Enron citations from the company’s website, not a single consultant did so.30 The most noticeable change in the McKinsey culture—possibly the only one—was a pronounced increase in papers and studies produced on the issue of effective corporate governance.31 “The major barrier to an Enron-like scandal damaging the reputation of the consulting industry at large is that the selection and management of consultants is seen, by clients, to be their responsibility,” analyst Fiona Czerniawska wrote in her 2002 report, “Consulting on the Brink.”32 There was that “perfect business” thing again: You’re right when you’re right, and they’re wrong when you’re wrong.

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[whereas] in the U.S. and Europe, nearsightedness is the norm.”4 Barton cited McKinsey research that has found that 70 to 90 percent of a company’s market value is related to cash flows expected three or more years into the future. “If the vast majority of most firms’ value depends on results more than three years from now, but management is preoccupied with what’s reportable three months from now, then capitalism has a problem,” he wrote. He even dared touch the third rail of the corporate governance debate, excessive CEO pay, and suggested a number of changes to current approaches, including the idea of evaluating executives over rolling three- or five-year time frames. As one part of his own long-term planning, Barton has nudged the firm toward investments in so-called proprietary knowledge that might not pay off for three, five, or even seven years.

The Black Box Society: The Secret Algorithms That Control Money and Information
by Frank Pasquale
Published 17 Nov 2014

If a would-be Sinclair tried to document today’s food horror stories, there’s a good chance he’d be fi ned, jailed, or even labeled a terrorist. In Iowa, Utah, and Missouri, undercover investigations of factory farms are illegal. Nearly every major agricultural state has proposed similar legislation. A shadowy corporate-government partnership known as the American Legislative Exchange Council (ALEC) has proposed “The Animal and Ecological Terrorism Act” to deter filming that is designed to “defame” such facilities or their owners.176 Any violators would end up on a “terrorist registry.” Good luck fi nding out exactly how ALEC came to propose that law: a Washington Post reporter who tried to attend a gathering found that its “business meetings are not open.”177 Police escorted him away, and if he had persisted, who knows—maybe he’d have been labeled a terrorist, too.

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Financial reform planners early in Franklin Roosevelt’s administration envisioned agencies intended to “direct the flow of new investment in private industry” toward socially useful projects, and away from the kind of self-dealing common in the Roaring Twenties (and the more recent housing bubble).71 Rexford Tugwell wanted a commission to “encourage or discourage the flow of capital into various industries.”72 Considering the shameful state of America’s roads, bridges, and public transit today, would it be too much to ask the Fed to purchase “infrastructure bonds” to complement its vast holdings of mortgage-backed securities?73 FDR’s advisers also took a direct approach to financial stability; the corporate governance expert Adolf Berle advocated for an agency to “exercise a real control over undue expansion of groups of credit instruments.”74 His proposal is as timely now as it was then.75 The dynamic of circularity teaches us that there is no stable, static equilibrium to be achieved between regulators and regulated.

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Monsanto Co., 467 U.S. 986 (1984); Pamela Samuelson, “Information as Property: Do Ruckelshaus and Carpenter Signal a Changing Direction in Intellectual Property Law?,” Catholic University Law Review 38 (1989): 365–400. 40. For background on (and critique of ) the role of the “sophisticated investor” construct in fi nance theory, see Jennifer Taub, “The Sophisticated Investor and the Global Financial Crisis,” in Corporate Governance Failures: The Role of Institutional Investors in the Global Financial Crisis, ed. James P. Hawley, Shyam J. Kamath, and Andrew T. Williams (Philadelphia: University of Pennsylvania Press, 2011), 191. (reliance “upon the sophisticated investor ignores reality; the entities the law deems to meet the defi nition are largely neither sophisticated enough to match the complexity of the instruments or lack of data nor [are they] the actual investors who have placed their capital at risk.”) 41.

The Age of Surveillance Capitalism
by Shoshana Zuboff
Published 15 Jan 2019

Digital dispossession is not an episode but a continuous coordination of action, material, and technique, not a wave but the tide itself. Google’s leaders understood from the start that their success would require continuous and pervasive fortifications designed to defend their “repetitive sin” from contest and constraint. They did not want to be bound by the disciplines typically imposed by the private market realm of corporate governance or the democratic realm of law. In order for them to assert and exploit their freedom, democracy would have to be kept at bay. “How did they get away with it?” It is an important question that we will return to throughout this book. One set of answers depends on understanding the conditions of existence that create and sustain demand for surveillance capitalism’s services.

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These include (1) the relentless pursuit and defense of the founders’ “freedom” through corporate control and an insistence on the right to lawless space; (2) the shelter of specific historical circumstances, including the policies and juridical orientation of the neoliberal paradigm and the state’s urgent interest in the emerging capabilities of behavioral surplus analysis and prediction in the aftermath of the September 2001 terror attacks; and (3) the intentional construction of fortifications in the worlds of politics and culture, designed to protect the kingdom and deflect any close scrutiny of its practices. II. The Cry Freedom Strategy One way that Google’s founders institutionalized their freedom was through an unusual structure of corporate governance that gave them absolute control over their company. Page and Brin were the first to introduce a dual-class share structure to the tech sector with Google’s 2004 public offering. The two would control the super-class “B” voting stock, shares that each carried ten votes, as compared to the “A” class of shares, which each carried only one vote.

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They camouflaged their purpose with illegible machine operations, moved at extreme velocities, sheltered secretive corporate practices, mastered rhetorical misdirection, taught helplessness, purposefully misappropriated cultural signs and symbols associated with the themes of the second modernity—empowerment, participation, voice, individualization, collaboration—and baldly appealed to the frustrations of second-modernity individuals thwarted in the collision between psychological yearning and institutional indifference. In this process the pioneer surveillance capitalists at Google and Facebook evaded the disciplines of corporate governance and rejected the disciplines of democracy, protecting their claims with financial influence and political relationships. Finally, they benefited from history, born in a time when regulation was equated with tyranny and the state of exception precipitated by the terrorist attacks of 9/11 produced surveillance exceptionalism, further enabling the new market to root and flourish.

Making the Future: The Unipolar Imperial Moment
by Noam Chomsky
Published 15 Mar 2010

When the bubble burst, the economy collapsed to near Depression levels for manufacturing workers and many others. Concentration of income confers political power, which in turn leads to legislation that further enhances the privilege of the super-rich: tax policies, deregulation, rules of corporate governance and much else. Alongside this vicious cycle, costs of campaigning sharply increased, driving both political parties to cater to the corporate sector—the Republicans reflexively, and the Democrats (now pretty much the moderate Republicans of earlier years) following not far behind. In 1978, as the process was taking off, United Auto Workers President Doug Fraser condemned business leaders for having “chosen to wage a one-sided class war in this country—a war against working people, the unemployed, the poor, the minorities, the very young and the very old, and even many in the middle class of our society,” and having “broken and discarded the fragile, unwritten compact previously existing during a period of growth and progress.”

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Two major elements were financialization (the shift of investor preference from industrial production to so-called FIRE: finance, insurance, real estate) and the offshoring of production. The ideological triumph of “free market doctrines,” highly selective as always, administered further blows, as they were translated into tax and other fiscal policies, deregulation, rules of corporate governance linking huge CEO rewards to short-term profit, and other such policy decisions. The resulting concentration of wealth yielded greater political power, accelerating a vicious cycle that has led to extraordinary wealth for a fraction of 1 percent of the population, mainly, while for the large majority real incomes have virtually stagnated.

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The cost of campaigns escalated sharply, driving political leaders ever deeper into the pockets of wealthy backers, increasingly in financial institutions. Naturally, the funders were rewarded by the politicians they put into office, who instituted policies favorable to Wall Street: deregulation, tax changes, relaxation of rules of corporate governance and other measures that intensified the concentration of wealth and carried the vicious cycle forward. The new policies led very quickly to financial crises, unlike earlier years when New Deal legislation was in place and there were none. From the early Reagan years, each crisis has been more serious than the last, leading finally to the latest collapse in 2008.

This Could Be Our Future: A Manifesto for a More Generous World
by Yancey Strickler
Published 29 Oct 2019

National Medal of Science–winning mathematician Ralph Gomory observes: “In 1981, the Business Roundtable wrote in its Statement on Corporate Responsibility that companies should always consider the effects their actions have on a number of groups including their shareholders, their communities, their employees, and society at large. But by 1997, their Statement on Corporate Governance discussed only how they could best serve their shareholders.” Employees, communities, and society at large were no longer a priority. Only shareholders were. The hyperfocus on financial maximization took off with Milton Friedman’s argument for the virtue of profits, and grew as Wall Street and others normalized these expectations.

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These are values that Kickstarter is committed to growing, and The Creative Independent supports with distinction. The Creative Independent—or other similarly focused projects Kickstarter may develop in the future—doesn’t need to make money to make value. PATAGONIA, TESLA, AND FUTURE US Few companies are more radical in their approach to corporate governance than the clothing maker Patagonia. Patagonia offers free in-office child care (since 1983), promises lifetime repairs for its clothing (one of its facilities repairs thirty thousand pieces a year), and treats its employees as fellow human beings (as the title of founder Yvon Chouinard’s remarkable book, Let My People Go Surfing, suggests).

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“our own worst enemies”: As reported in the Wall Street Journal (“Recycling, Once Embraced by Businesses and Environmentalists, Now Under Siege,” May 13, 2018) the case for financial maximization: Milton Friedman’s New York Times essay was titled “The Social Responsibility of Business Is to Increase Its Profits,” published on September 13, 1970. single goal: to maximize profitability: Background on what I call the Maximizing Class comes from several sources. Most important is analysis by economists William Lazonick and Mary O’Sullivan. In a paper called “Maximizing Shareholder Value: A New Ideology for Corporate Governance,” published in the journal Economy and Society in 2010, Lazonick and O’Sullivan detail the history of what I call financial maximization. Their research finds that before the early 1970s when this new idea emerged, companies followed a “retain and reinvest” model, where profits were turned into additional services, products, pay raises, and training for employees.

The Power Law: Venture Capital and the Making of the New Future
by Sebastian Mallaby
Published 1 Feb 2022

By placing bets that would pay out if the Nasdaq lost value, the hedge fund could ensure X.com against a prolonged market slump, which might endanger its future ability to raise capital.[25] But while Thiel was correct about the market’s direction, and logical in his desire to hedge X.com’s risk, his proposal smacked of self-dealing. He would be using his position at one company to enlarge the capital pool of the other. Moritz rounded on Thiel, denouncing his tin ear for corporate governance and stinging him with condescending ridicule. “It was high theater,” one board member remembered.[26] Over the next year and a half, the relationship grew even more contentious. Moritz and Thiel clashed on whether to sell out to a suitor; at one point, eBay offered $300 million for the company.

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But because of the arrival of heedless late-stage investors, the founder was now losing money and piling up conflicts of interest, and the only consolation was a stream of faux-tech blather. The risk that WeWork’s exalted valuation would collapse toward its actual value was evident not just to Benchmark but to the fund-management house T. Rowe Price, which had invested in 2014. “We saw the valuation rise and the corporate governance erode,” a T. Rowe Price executive recalled.[21] Millions of dollars in paper profits threatened to evaporate. A decade or so earlier, an investor facing this danger would have had an obvious remedy. If the overvalued company was public, the investor would simply sell. If the overvalued company was private, the investor would use its clout to force a change so that the business strategy caught up with the valuation.

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And although he doubted that the $3.5 billion would be used wisely, of course there was a chance that he was wrong. This humongous new war chest would empower Uber to buy more market share, and in a global blitzscaling war the biggest spender stood to win a prize of unimaginable value. Weighing his belief in corporate governance against his respect for network effects, Gurley wavered—perhaps Kalanick was right to call him Chicken Little? “We all believe in network effects, but has anyone been willing to lose $2 billion to $3 billion to stay at the table?” Gurley mused. “You could have invited Warren Buffett and Jack Welch and whoever else to join the Uber board, and they wouldn’t have known what to do.”[67] Deciding there was no way to derail Kalanick, Gurley assented to the Saudi investment, swallowing the poison pill of the three extra board seats.

The Best Way to Rob a Bank Is to Own One: How Corporate Executives and Politicians Looted the S&L Industry
by William K. Black
Published 31 Mar 2005

If the Justice Department had brought a criminal action against Andersen in 1987 for this crime, the accounting profession would have had a powerful incentive to clean up its act. This could have reduced the ongoing wave of accounting scandals. 13. CONTROL FRAUDS DEFEAT CORPORATE GOVERNANCE PROTECTIONS AND REFORMS. The S&L debacle should have taught us that control frauds were able to defeat a broad range of corporate governance principles. Control frauds control the election of the board of directors. They pick outside directors who are the equivalent of inside directors. Efforts to improve corporate governance may be desirable for other reasons (though we must not lose sight of the cost), but they are unlikely to be effective against control fraud, and we certainly should not rely on their effectiveness.

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Efforts to improve corporate governance may be desirable for other reasons (though we must not lose sight of the cost), but they are unlikely to be effective against control fraud, and we certainly should not rely on their effectiveness. The new Sarbanes-Oxley reform legislation primarily relies on improving corporate governance. Since control frauds have caused the ongoing financial scandals, that is discouraging. The one hope that the S&L debacle offers in this regard is that S&L control frauds preferred the 100 percent ownership model. They viewed even outside directors picked entirely from business associates as a hindrance. There are virtually no cases in which an S&L board of directors caused any known difficulty for a control fraud. This, however, is still another area in which we have failed to learn the lessons of the debacle.

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Pontell and David Shichor, 67–80. Upper Saddle River, N.J.: Prentice Hall. ———. 2001. “Control Fraud and Control Freaks.” In Contemporary Issues in Crime and Criminal Justice, Henry N. Pontell and David Shichor, eds. Upper Saddle River, N.J.: Prentice Hall. ———. 2003. “Reexamining the Law-and-Economics Theory of Corporate Governance.” Challenge 46 (2):22–40. Black, William K., Kitty Calavita, and Henry N. Pontell. 1995. “The Savings and Loan Debacle of the 1980’s: White-Collar Crime or Risky Business?” Law and Policy 17:23–55. Bolt, Robert. 1990. A Man for All Seasons. New York: Vintage. Brookes, Warren. 1987. “Knee-deep in S&Leaze?”

The Myth of the Rational Market: A History of Risk, Reward, and Delusion on Wall Street
by Justin Fox
Published 29 May 2009

That left the field to Henry Manne, a 1952 graduate of the University of Chicago Law School. He had been through the usual conversion experience there, arriving with plans to become a labor union lawyer and emerging three years later a “confirmed free marketer.” As a young legal scholar his interest in corporate governance did lead him down some interesting paths, among them some previously trod by Berle—a man his Chicago professors dismissed as a “nut.” Manne corresponded with Berle and became an admirer of Wolfson and the other proxyteers, whom he saw as crucial to resolving Berle’s ownership-and-control dilemma.

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“He was right,” he said years later. “It is important to focus on pervasive market forces.” It became Shleifer’s quest to figure out just what the pervasive market forces were that allowed prices to go wrong and stay that way. He had other quests, too. Shleifer “shaped the basic paradigm” in the study of corporate governance, the economics of transition (from communism to market economies), and macroeconomics. At least, that’s what one of his former MIT professors said when Shleifer won the John Bates Clark Medal in 1999 as the top American economist under forty.3 Shleifer also ran a U.S.-government-funded operation that advised the Russian government on economic matters in the early 1990s, and his conduct there later landed him in legal trouble and played a role in his mentor Larry Summers’s early exit from Harvard’s presidency.

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Hessen, it should be noted, thinks these legal changes were mere formalities because businessmen had already figured out ways to circumvent the post–South Sea ban on corporations. 3. A. A. Berle Jr., “Management Power and Stockholders’ Property,” Harvard Business Review 5 (1927): 424. There is a train of revisionist legal scholarship, summarized in Stephen M. Bainbridge, “The Politics of Corporate Governance,” Harvard Journal of Law and Public Policy (Summer 1995): 671–734, that argues that the separation of ownership and control was present long before the 1920s. Yet another argument, outlined to me by Henry Manne in an interview, is that Berle’s claims were vastly premature and most corporations in the 1920s were still controlled by a few big shareholders.

Londongrad: From Russia With Cash; The Inside Story of the Oligarchs
by Mark Hollingsworth and Stewart Lansley
Published 22 Jul 2009

The way in which the City has courted controversial oligarch clients has been a highly contentious subject in the UK. As Bill Browder, once one of the West’s biggest investors in Russia, warned, ‘There are lots of corporate governance skeletons in the cupboard of all the Russian companies listed in London.’34 In 2006, despite investing more in Russia through his £4 billion Hermitage Fund than any other fund manager, Browder had his own visa to Russia withdrawn during a trip to Moscow. He had long attacked Russia’s murky corporate governance and accused state companies such as the energy giant Gazprom of ‘asset stripping’ and fraud. Although Tony Blair took up his case with the Russian authorities, the ban remains.

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The multi-millionaire scion of the banking dynasty, Lord Rothschild is a close friend of Prince Charles and one of the best-connected bankers in the world. Khodorkovsky first met him in the 1990s when he was invited to a party at his country home at Waddesdon Manor, Buckinghamshire. Unsure about navigating his way through Western corporate governance waters, Lord Rothschild became a confidant of Khor-dorkovsky’s and allowed his offices in St James’s to be used as the London address of the Open Russia Foundation. He was so trusted that he was assigned the voting rights behind Khodorkovsky’s Yukos shares in 2003. That meant that the veteran banker could vote at board meetings and AGMs as a surrogate for the oligarch in his absence.

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Matters intensified yet more when the Russian government claimed, as part of its ongoing investigations, that the Yukos restructuring was illegal. Curtis’s response was that it may have been Byzantine, opaque, complicated, secretive, and offshore but it was perfectly legal. ‘I worked closely with Stephen,’ said one banker, ‘and he was scrupulous about not doing anything illegal. It may not have been transparent and good for corporate governance and minority investors, but it was not criminal.’ Fearing that he was a target for prosecution and investigation, Curtis increased his physical security. He could not resign because he was a shareholder and a trustee of the shares, but he could protect himself and his family. Security had always been tight.

People, Power, and Profits: Progressive Capitalism for an Age of Discontent
by Joseph E. Stiglitz
Published 22 Apr 2019

Inequities are created in the very process by which incomes get generated, as firms exercise monopoly and monopsony power or as they exploit others (as described in earlier chapters) or as they discriminate against the vulnerable or those of particular races or ethnic groups. Inequality is also created when CEOs take advantage of deficiencies in corporate governance to pay themselves exorbitant salaries, leaving less to pay workers or to invest in the firm. Prohibiting these practices, reforming corporate governance laws, passing better labor laws, strengthening and enforcing discrimination and competition laws—all of these are easy steps (politics aside) in creating a fairer distribution of income. As we’ve said, markets don’t exist in a vacuum; they have to be structured, through rules, regulations and policies.

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They’ve used this market power to exploit their consumers, their workers, and the political system, in ways that have resulted in lower growth, even in a supposedly innovative economy. Even worse, this growth benefits only a fraction of the country. Indeed, our corporate leaders have even figured out how to exploit their own shareholders, taking advantage of deficiencies in our rules of corporate governance to pay themselves outsized compensation.89 Our economy has changed a great deal since our antitrust laws were first introduced and even since the Chicago School interpretations came to prevail; our understanding of economics has changed too; and today we can better grasp the failures of the existing legal framework.

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See Furman and Orszag, “A Firm-Level Perspective on the Role of Rents in the Rise in Inequality”; and Furman and Orszag, “Slower Productivity and Higher Inequality: Are They Related?” Gutierrez and Philippon (2017) similarly find that investment in the US today is weak relative to measures of profitability and valuation, and find that lack of competition and short-termism, related to the corporate governance problems discussed briefly below, are the two key explanations. See Germán Gutiérrez and Thomas Philippon, “Investment-less Growth: An Empirical Investigation,” Sept. 2017, New York University and Brookings, https://www.brookings.edu/wp-content/uploads/2017/09/2_gutierrezphilippon.pdf. The weakness in investment also, of course, has an adverse effect on aggregate demand, of critical importance in periods such as that after the 2008 financial crisis where lack of aggregate demand is the critical constraint in the economy.

The Future Is Asian
by Parag Khanna
Published 5 Feb 2019

In South Korea, Samsung heir Lee Jae-yong was convicted and jailed in 2017 for making donations in exchange for merger approval, while president Park Geun-hye was impeached that same year and then convicted in 2018 on corruption charges and sentenced to twenty-four years in prison. Across ASEAN—most recently in Thailand and Malaysia—leaders have been sacking ministers for taking kickbacks, independent anticorruption investigative divisions are being allocated more resources, and corporate governance scorecards are being released to the public. India’s prime minister Modi has cracked down on fuzzy accounting and offshore shell companies, while in Pakistan, the Panama Papers revelations forced Pakistan’s prime minister, Nawaz Sharif, to resign in 2017. As Asia gradually evolves from economies based on relationships to ones governed by rules and institutions, authorities will continue to steer markets toward national development.

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Recent rating downgrades have spurred a necessary restructuring across Asian markets while also suppressing stock prices and price-to-earnings multiples, creating attractive buying opportunities. Across Asia, stock exchanges that have had only basic listings are now offering far more attractive public equities in telecoms, banks, real estate, technology, and other sectors. They also increasingly demand rigorous reporting on corporate governance, more independent directors, and compliance with environmental and social standards. Both shareholder and stakeholder interests are being taken into account. Shifting toward flexible currency exchange rates has given Asian governments more room to maneuver and made their markets more attractive.

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India, Thailand, and the Philippines are privatizing everything from airlines to dairies to casinos to raise capital and stimulate commercial activity in industrial and services sectors. As in China, India’s very high levels of corporate debt (both financial and nonfinancial) are forcing the government to relax foreign investment regulations and accelerate privatization, which together should lead to better corporate governance. India is also reforming outdated policies such as bankruptcy laws by setting a timeline for liquidating failed companies so the private sector can restructure without government delays or devoting resources to unnecessary bailouts. Even in state-capitalist systems such as China, Russia, and Vietnam, inefficient state-owned companies are being restructured to list shares for investors and be more independently run.

Reimagining Capitalism in a World on Fire
by Rebecca Henderson
Published 27 Apr 2020

Consumer- and employee-owned firms are much more likely to be comfortable improving consumer and employee welfare at the expense of capital returns than conventional investors. Learning to mobilize these alternative sources of capital at scale could have powerfully catalytic effects. Another option is to reduce the power of investors—to give managers shelter from the relentless demands of the capital markets by changing corporate governance, or the rules that specify who controls the firm. This is a tricky but exciting line of inquiry. The widespread adoption of corporate forms like the benefit corporation, could have profoundly beneficial effects—but could also have unanticipated consequences and would probably be widely resisted by today’s investors.

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Informally, he stressed the consistency of an approach to investment rooted in environmental and social performance with long-standing Japanese cultural values, remarking, “My grandmother would have been very upset if I told her that, in my position or my job, thinking about the global environment or social issues was against my professional mandate. She would tell me to quit my job immediately.” There were several reasons to believe that pushing firms to focus on environmental, social, and governance issues would improve the performance of the Japanese economy. Focusing on improving corporate governance—the “G” in ESG—seemed like the obvious place to begin. There is widespread agreement that one of the reasons Japanese firms have generated significantly lower returns than their foreign competitors over the last twenty years is that Japanese corporate boards are relatively weak by global standards.

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But over the same period, the Japanese economy barely budged.90 It is still the fourth-largest economy in the world—roughly the size of the British and French economies combined—but Japanese rates of productivity growth are roughly half of those in the United States and Europe, and the economy has been essentially stagnant for twenty years, a period that has become known variously as “the lost decade” or the “lost twenty years.”91 The question of just what caused this slowdown remains hotly contested, with explanations ranging from a growing demographic crisis and the toleration of gross inefficiency in some highly protected sectors of the economy to the combination of a massive asset bubble and a failure to hold Japanese banks accountable for its consequences. But many Japanese observers believe it also reflects the failure of Japan’s system of corporate governance—that the very features that enabled Japanese firms to focus on the long term with such success in the sixties, seventies, and eighties are now a major liability. Japanese managers remain firmly in control at most Japanese companies, and as a result Japanese firms are relatively slow to exit underperforming businesses and/or explore new opportunities.92 Giving managers significant control over their firms is a high-variance bet.

Electronic and Algorithmic Trading Technology: The Complete Guide
by Kendall Kim
Published 31 May 2007

Alternative Execution Venues 45 investors have pressed for greater computerization and a move away from human intervention found on traditional trading floors.4 Monopoly In a monopoly, the necessary competitive pressures are absent. A monopolist will potentially provide an inferior product, and provide shoddy rules of corporate governance and disclosure. A rational monopolist is expected to offer the same corporate governance and disclosure rules as a competitive exchange but offer the services at a higher price. The repeal of Rule 390 has led the way for electronic communication networks (ECN). The exchanges have traditionally operated as a nonprofit entity owned by its member brokers.

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When exchanges are the principal source of disclosure rules in a nonprofit environment, the exchanges have less of an incentive to vigorously investigate alleged violations for a listed company, because of fear that the company will leave to be listed on a competing exchange. The incumbent exchange will most likely back down, unwilling to risk losing a listed company. Competition between exchanges for listings will lead to better regulatory enforcement.6 Externalities The exchange does not sell its services or have the incentive to disclose its corporate governance rules to third parties that happen to trade in a 4 5 6 Marshall E. Blume, ‘‘LSE, NYSE, OMX, NASDAQ, Euronext . . . Why Stock Exchanges Are Scrambling to Consolidate,’’ Knowledge@Wharton, March 2006. Paul G. Mahoney, ‘‘Public and Private Rule Making in Securities Markets,’’ Cato Institute Policy Analysis No. 498, November 2003: 6.

Leadership by Algorithm: Who Leads and Who Follows in the AI Era?
by David de Cremer
Published 25 May 2020

‘AI in the boardroom – Fantasy or reality?’ March 26. Retrieved from http://www.mondaq.com/x/792746/new+technology/AI+In+The+Boardroom+Fantasy+Or+Reality 48 Libert, B., Beck, M., & Bonchek, M. (2017). ‘AI in the boardroom: The next realm of corporate governance.’ February 21. Retrieved from https://sloanreview.mit.edu/article/ai-in-the-boardroom-the-next-realm-of-corporate-governance/ 49 Amazon (2019). https://www.businessinsider.sg/amazon-system- automatically-fires-warehouse-workers-time-off-task-2019-4/?r= US&IR=T 50 Acemoglu, D., & Restrepo, P. (2019). ‘Robots and jobs: Evidence from US labor markets.’

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As a matter of fact, this futuristic view is already materializing. For example, the Hong-Kong based venture-capital firm Deep Knowledge recently appointed a decision-making algorithm – known as VITAL – to its board of directors, indicating that algorithms are already taking on the leadership challenge to set parameters of corporate governance.⁴⁷,⁴⁸ And, last, but not least, in 2019, Amazon allowed AI to fire employees without consulting with any human.⁴⁹ It is important to realize, however, that there is also the potential for all of these optimistic and exciting developments to backfire. They could create a situation where people are increasingly being confronted with existential doubts and fears about their vision of the future.

The Golden Passport: Harvard Business School, the Limits of Capitalism, and the Moral Failure of the MBA Elite
by Duff McDonald
Published 24 Apr 2017

One might think that being fined nearly half a million dollars21 for falling down on the job of being a board member would result in one losing one’s reputation as an “expert” on corporate governance. Instead, Faust decided to reward him for his international experience. “So the apparent message from Drew Faust is that being directly involved in an Enron-level scandal doesn’t count if it took place in a third world country,” wrote Susan Webber (’81) in a blog post titled “On the Continuing Oxymoron of Ethics at Harvard.” “She is happy to have what amounts to a corporate governance fraud as a face to the international business community. . . .”22 On the subject of individual entrepreneurship, it’s a sign that a professor has made it at HBS when they’re able to institutionalize their consulting by starting an actual company to handle all that outside business, with a hilarious number of them using the word institute in their name.

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McKinsey only lectured at HBS that one time, but his namesake firm later became the most important corporate partner in the history of HBS, a distinction it still holds today. Another one HBS couldn’t hold on to: Adolf Berle, who lectured on industrial finance between 1924 and 1927, at which point he decamped for Columbia Law School. It was there that he wrote (with Gardiner Means) his seminal 1932 work on corporate governance, The Modern Corporation and Private Property. Business ethics was a different story. The question of how to incorporate ethics into the curriculum is one that dogs HBS to this day. For a variety of reasons—lack of faculty interest, lack of student interest, ongoing disagreement over how to teach it—ethics has never found true purchase at the School, amounting to nothing more than a sideshow on its best days and being utterly ignored on its worst.

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Jensen’s finance-based theory of the corporation has also lost significant credibility in the wake of the 2007–10 financial crisis. Specifically, observes the University of Michigan’s Jerry Davis, the ideas that financial markets are “informationally efficient” and that “it is appropriate for corporate governance mechanisms to guide corporations toward share price as their North Star” were revealed to be, well, misguided. “The merits of this view are debatable,” says Davis; “less so are the hazards to the economy when it is broadly accepted by executives, investors, and policymakers. Indeed, some would go so far as to argue that the financial view of the corporation helped create the crisis we are in now.

Saudi America: The Truth About Fracking and How It's Changing the World
by Bethany McLean
Published 10 Sep 2018

“I have never seen a more shameful document than the Chesapeake proxy statement,” Jeffrey Bronchick, a longtime portfolio manager who runs a firm called Cove Capital, wrote in a letter to Chesapeake’s board. “If I could reduce it to one page, I would frame and hang it on your office wall as a near perfect illustration of the complete collapse of appropriate corporate governance.” Underlying all of McClendon’s enterprises was a vast and tangled web of debt. That 2.5 percent stake in the profits from Chesapeake’s wells that McClendon and Ward had kept for themselves at the IPO had come with a hitch: McClendon had to pay his share of the costs to drill the wells. Over time, according to a series of investigative pieces done by Reuters, he quietly borrowed over $1.5 billion from various banks and private equity firms, using the well interests as collateral.

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Lou Simpson, who had run Geico’s investment portfolio for Warren Buffett for decades, and who had joined the board in 2011, was also furious at the state of affairs, according to someone close to events. In remarks in front of a small group, he later talked about McClendon’s “recklessness” and called Chesapeake “one of the worst corporate governance cases” he’d ever seen. In January 2013, McClendon and Chesapeake announced that McClendon would retire on April 1, 2013—April Fool’s Day. Robert Lawler, the longtime oil and gas executive who took over as Chesapeake’s president and CEO in June 2013, later told a crowd at the Houston Producer’s Forum luncheon that he felt like Ernest Shackleton, the British explorer who led expeditions to Antarctica in the 1900s.

The Acquirer's Multiple: How the Billionaire Contrarians of Deep Value Beat the Market
by Tobias E. Carlisle
Published 13 Oct 2017

In this book, I show how to find those fair companies at wonderful prices. And I explain in plain and simple terms why they beat Buffett’s wonderful companies at fair prices. We wrote about the test in 2012 and again in my 2014 book, Deep Value. It did well for an expensive, quasi-academic textbook on valuation and corporate governance. But I wanted one that could be read by non-professional investors. This book is intended to be a pocket field-guide to fair companies at wonderful prices. Its mission is to help spread the contrarian message. It’s a collection of the best ideas from my books Deep Value, Quantitative Value, and Concentrated Investing.

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He is a coauthor of Concentrated Investing: Strategies of the World’s Greatest Concentrated Value Investors (2016, Wiley Finance) and Quantitative Value: A Practitioner’s Guide to Automating Intelligent Investment and Eliminating Behavioral Errors (2012, Wiley Finance). His books have been translated into five languages. Tobias also runs the websites AcquirersMultiple.com—home of The Acquirer’s Multiple stock screeners—and Greenbackd.com. His Twitter handle is @greenbackd. He has broad experience in investment management, business valuation, corporate governance, and corporate law. Before founding the precursor to Carbon Beach in 2010, Tobias was an analyst at an activist hedge fund, general counsel of a company listed on the Australian Stock Exchange, and a corporate advisory lawyer. As a lawyer specializing in mergers and acquisitions, he has advised on deals across a range of industries in the United States, the United Kingdom, China, Australia, Singapore, Bermuda, Papua New Guinea, New Zealand, and Guam.

Greed and Glory on Wall Street: The Fall of the House of Lehman
by Ken Auletta
Published 28 Sep 2015

“It was a trade that had been done, and we were there to bless it,” explains William Welsh. Nevertheless, he concedes, board members feared retribution: “Those who rebelled might be remembered.” One person close to Peterson put it less gently: “It’s a dirty little secret down there that a crime was committed in terms of corporate governance. Why permit Glucksman to do it? It was greed.” The directors, this argument runs, were preoccupied with their bonuses and their shares, which were decided every September. “Because compensation at the firm has always been set by the top two executives,” explains one partner, “a guy can throw you a tip of a half-million dollars!

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In a partnership, in which all the partners own a piece of the firm, the awarding of shares is supposed to be consensual. While partners stewed over their new chief executive officer’s management techniques and personality, and the board fretted that Glucksman ignored the rules and etiquette of corporate governance, nothing so focused the attention of the firm as the annual September decisions regarding bonuses and stock. To Lehman partners, these ranked as the most fateful decisions made each year. * Lipper sought, and lost, the Democratic nomination for New York City Council President in September 1985.

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.”* Gleacher never thought of bringing the ConAgra matter to Peterson because at the time they were estranged and because ConAgra was interested in expanding its trading operations, which meant that Glucksman was the key to any deal. Gleacher was flabbergasted that Peterson, who was chairman and co-CEO at the time, knew nothing of this. Peterson was mortified, believing that Glucksman and Robin had violated a basic rule of corporate governance by not telling him, and had, perhaps, violated their fiduciary responsibility to their partners as well. Although Peterson (and Glucksman) did not share the events of the previous July with his partners before deciding to leave Lehman, he perceived no irony now in accusing Glucksman and Rubin of violating their responsibility to the partnership.

The Key Man: The True Story of How the Global Elite Was Duped by a Capitalist Fairy Tale
by Simon Clark and Will Louch
Published 14 Jul 2021

For although Arif didn’t practice what he preached, he poured millions of dollars into ostentatious efforts to convince people that he did. He claimed Abraaj was a guiding light for companies in emerging markets, and to this end he supported the Pearl Initiative, a project backed by the UN to improve corporate governance in the Middle East. It was vital to Arif’s strategy that people believed Abraaj was a unique, world-class firm because merely being owned by Abraaj was supposed to increase a company’s value by millions, so synonymous was the firm supposed to be with high standards. Belief in the idea of corporate excellence was drilled into employees, who carried handbooks reminding them to stay committed to ethical conduct at all times.

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Their duties included approving Arif’s pay, but they knew little about the firm’s finances or inner workings and didn’t ask enough questions. So, like fancy ornaments decorating a tree, the directors served mainly to dazzle outsiders. They sent out a message with their mere presence that Abraaj was well connected and, surely, well managed. But no number of impressive advisers, glossy brochures, or corporate governance codes could hide reality from the people who worked inside Abraaj on a daily basis. For them, Abraaj was a cult, not a company, and Arif was their god. Arif influenced his followers with a bewildering array of tricks and psychological traits. He combined generosity and charm with aggression and humiliation, secrecy and emotional blackmail.

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The alarm bells ringing in Andrew’s head turned into sirens. Fund managers don’t forget where they put $200 million, he thought. Misplacing hundreds of millions of dollars destined to build hospitals in poor countries was a terrible admission for a fund management firm, particularly for one that boasted about its professionalism and good corporate governance. When the meeting ended, Andrew sent a message to a group email account used by all the healthcare fund investors but his email bounced back. Abraaj, which managed the account, had disabled it to stop the investors from communicating with one another. Andrew forwarded the Commercial Bank of Dubai statement Abraaj had sent him to CDC, the World Bank’s International Finance Corp. unit, and Proparco, the French government fund.

The Glass Half-Empty: Debunking the Myth of Progress in the Twenty-First Century
by Rodrigo Aguilera
Published 10 Mar 2020

Systematic evidence consistent with the rent extraction view comes from observing that (at least some) firms go to great length to hide pay from shareholders, that (at least some) executives are rewarded for non-performance, and that executive pay tends to be lower when corporate governance is stronger.13 The authors issue a cautionary note in assuming that this alone explains the rise in executive pay since the 1970s, observing that corporate governance has broadly strengthened since. Nevertheless, they do cite studies that show the dismantling of institutions and government policies that contained executive pay during the post-war years and that pay has increased faster in industries where disclosure rules are weakest (such as private equity, hedge funds, venture capital, and legal services).

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The rule is extensively fetishized in the management self-help literature and not unsurprisingly, also by Hans Rosling. 46 “Microsoft’s Downfall: Inside the Executive E-Mails and Cannibalistic Culture that Felled a Tech Giant”, Vanity Fair, 3 Jul. 2012, https://www.vanityfair.com/news/2012/07/microsoft-downfall-emails-steve-ballme 47 Edmans, A., Gabaix, X., and Jenter, D. “Executive Compensation: A Survey of Theory and Evidence”, European Corporate Governance Institute, Finance Working Paper No. 514/2017, Jul. 2017, https://doi.org/10.2139/ssrn.2992287, pg. 25 48 Jensen, M.C. and Murphy, K.J., “Performance Pay and Top-Management Incentives”, The Journal of Political Economy, 98(2), Apr. 1990, https://www.jstor.org/stable/2937665 49 Spicer, A., “Stupefied”, Aeon, 27 Sep. 2016, https://aeon.co/essays/you-don-t-have-to-be-stupid-to-work-here-but-it-helps 50 British figure includes Unilever, which is dual-headquartered in the Netherlands.

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Passive Index Funds, Re-Concentration of Corporate Ownership, and New Financial Risk”, Business and Politics, Apr. 2017, https://doi.org/10.1111/jofi.1269814 14 Azar, J., Schmalz, M.C., and Tecu, I., “Anticompetitive Effects of Common Ownership”, Journal of Finance, 73(4), Aug. 2018, https://papers.ssrn.com/sol3/papers.cfm?abstract_id=2427345 15 Hirst, S., “Social Responsibility Resolutions”, Harvard Law School Program on Corporate Governance, Discussion Paper 2016-06, Aug. 2016, https://pcg.law.harvard.edu/wp-content/uploads/2015/11/Scott-Hirst-Social-Responsibility-Resolutions.pdf 16 The Labour Party’s proposal is known as Inclusive Ownership Funds, while the proposal by Bernie Sanders is known as Democratic Employee Ownership Funds. 17 Pickard, J.

The Brussels Effect: How the European Union Rules the World
by Anu Bradford
Published 14 Sep 2020

For example, in its 2007 policy paper, “A Single Market for Citizens,” the European Commission envisions the EU and its internal market to be standard setters at the international level:68 [The EU] has spurred the development of rules and standards in areas such as product safety, the environment, securities and corporate governance which inspire global standard setting. It gives the EU the potential to shape global norms and to ensure that fair rules are applied to worldwide trade and investment. The single market of the future should be the launch pad of an ambitious global agenda. Around this same time, in a notable change from its earlier communications on data protection regulation, the Commission also began to emphasize the importance of promoting EU data privacy laws as a benchmark for global standards.

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For example, while the EU is generally more stringent on the regulation of food safety, the United State mandates pasteurization for all milk and milk products, whereas the EU allows for the sale, marketing, and distribution of raw milk.139 The United States has also acted before the EU in regulating trans fats in food, banning partially hydrogenated oils since 2018,140 while the EU is only in the process of carrying out impact assessments and consultations in preparation for a regulation of this area.141 Similarly, the United States’ Sarbanes–Oxley Act of 2002 (Sarbanes–Oxley), which sought to improve corporate responsibility in the post-Enron environment, is widely perceived as establishing the highest global standard for corporate governance.142 Another manifestation of the United States’ preference for stringent financial regulation is the Dodd–Frank Wall Street Reform and Consumer Protection Act of 2010.143 Where the United States opts for stringent standards, it can become the source of global standards, assuming the conditions for unilateral regulatory globalization are met.

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Similarly, if the EU were to impose a tax on financial transactions, as the Commission proposed in the wake of the Euro crises, trading activity could move to financial centers outside the EU.164 The proposed tax would cover a broad range of financial transactions between banks and other financial institutions, including securities, bonds, currency transactions, and derivatives.165 It is unclear if the proposal is politically viable,166 particularly given the EU’s recognition that the introduction of this tax could cause EU-based financial institutions to relocate to non-EU countries.167 This reality constrains the EU’s ability to successfully exert similar regulatory influence in taxing the trading of stocks, bonds, or derivatives, as it can over more inelastic targets.168 Elasticity of targets may pose similar limits to the EU’s ability to regulate other aspects of corporate governance, including bankers’ “bonus caps,” which the EU has introduced.169 Of course, corporate activity may not immediately respond to the introduction of caps in executive compensation by relocating outside the EU. Yet the EU’s regulatory power remains constrained by the fact that, at some level, regulation may become onerous enough to create incentives for firms to relocate to less regulated jurisdictions.

After the New Economy: The Binge . . . And the Hangover That Won't Go Away
by Doug Henwood
Published 9 May 2005

-based portfoHo managers have heard of Smaller and poorer countries, Hke those of the Caribbean, Africa, or South Asia, are largely excluded from this circuit of private capital flows. It's not just American financial structures that Washington has been promoting—it's the corporate governance model as well. Though it now seems hilarious after Ken Lay and Gary Winnick, the U.S. Treasury and its effective subsidiary, the IMF, blamed the 1997-98 Asian crisis on poor corporate governance practices and a lack of transparency. U.S. pundits also trace Japan's troubles to similar faults. What this means is that Asian corporations typically have intimate ties to one another, to banks, and to governments that are profoundly different from the system prevaiUng in the U.S., where stockholdings are widely dispersed among thousands, even millions, of holders, and governments are much less involved in corporate affairs.

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See Federal Reserve Chandler, Alfred, 167 Chase Manhattan Bank, 164 children, having, effects on pay, 96—97 China, 238 Chinese wall, 195 Chopra, Deepak, 26 Citizens Trade Campaign, 170 class war, 208-209,227 Clinton administration, financial diplomacy, 218 CNBC, 187,189-190 Cold War, 205 commodification, 29 Commodity Futures Trading Commission, 200 Communist Manifesto, 36 computers output of, 58-61 price indexes, 44, 52-54 support costs, 60-61 Conference Board, 112, 207 conflict as synergy, 197—200 Congressional Budget Office, 89 consumer price index history and politics, 205—206 quahty changes and, 43 redefinition, fortunate effects, 85, 233 consumption as evil, 165 role in 1990s boom, 5 corporate America's IQ, 21—22 corporations governance, 223—224 Enron and, 34—35 history, 211-217 as populists' demons, 167 profitabihty, 203-204 corporatism, 139-143 Cowell, Alan, 39 Cox,W. Michael, 114 Cramer, James, 31 creativity, unwelcome by employers, 76 cronyism, 224 Current Population Survey, 89, 115 customer service, stinkiness of, 55—56 Davos Man, 177 day trading, 190 debt, consumer, 5 debt crisis, 182,209,221, 222 decommodification, 136 deflation, 228 delinking, 170 democracy, market, 22-24 depreciation, 59—60 deregulation, 152 derivatives, 192 development finance, changes in, 222 differentiahst racism, 172 DiFranco,Ani, 183 263 direct investment, 176—177 discrimination, 94—101 New Economy and, 101-103 international comparisons, 101-102 diversity, lack of, 233 dividends, source of, 203 domestic labor, 29 Dornbusch, Rudi, 3 downsizing, 215 drug development, ad agencies and, 235 Dudley, Barbara, 162 Durning.Alan, 166 Earned Income Tax Credit, 113 earnings.

Social Democratic America
by Lane Kenworthy
Published 3 Jan 2014

By the peak year of the 2000s business cycle, 2007, the employment rate had not yet reached its prior peak.57 And during the subsequent economic crash nearly all the progress of the 1980s and 1990s was erased. What happened? We don’t know. It may be that economic and institutional forces—strong competition, the shareholder value orientation in corporate governance, Wall Street’s appetite for downsizing, weakened unions—have made management reluctant to hire.58 Perhaps it was manufacturing jobs fleeing to China and service jobs shifting to India.59 Or perhaps the computer-robotics revolution finally began to hit full force.60 Maybe it was a combination of these and other factors.

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More detailed cross-country studies have reached a similar conclusion.25 Can Our Economy Thrive with Less Institutional Coherence? Though I favor significant changes to America’s social programs, I see a need for only limited restructuring of other economic institutions, such as our financial system, corporate governance, labor relations, and so on. But might a shift toward more generous public social programs hurt the economy by disrupting the coherence of its current institutions and policies? An influential perspective on differences among the world’s rich nations, known as the varieties of capitalism approach, contends that economies perform better to the extent that their institutions and policies are coherent.26 According to Peter Hall and David Soskice, those policies and institutions aren’t drawn up in advance by a master planner, but because of selection pressures they end up fitting together.

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Gingerich, “Varieties of Capitalism and Institutional Complementarities,” British Journal of Political Science, 2009. The correlation is .01 (with Ireland and Norway excluded). “Asl” is Australia; “Aus” is Austria. Peter Hall and Daniel Gingerich have created a measure of institutional coherence for twenty rich nations, focusing on two economic spheres: labor relations and corporate governance. Nations score higher to the extent that their institutions and policies are coherent within each sphere and consistent across both spheres.28 Figure 4.8 shows countries’ institutional coherence and their rates of growth of GDP per capita from 1979 to 2007 (adjusted for catch-up). There is no indication of the hypothesized positive association between coherence and economic growth.

Street Fighters: The Last 72 Hours of Bear Stearns, the Toughest Firm on Wall Street
by Kate Kelly
Published 14 Apr 2009

Board meetings were so scripted that the minutes were often written out in advance and directors were asked to read from prepared comments. “Jimmy called the shots,” Glickman says. “It became a dictatorship as opposed to a corporation,” he recalls.10 Shortly after Cayne took the chairman position, Glickman was removed from his longtime role as chairman of the audit committee. Two years later, when a raft of corporate-governance reforms were sparking many companies to name external board members to the position of “lead” director to encourage more independent thinking, Glickman figured that as the nonmanagement director with the longest tenure at the company, he was the man for the job. Over cigars one day, he decided to broach the topic with Cayne, who was distracted by a special blade Glickman was using to snip his cigar for flavor enhancement.

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Over cigars one day, he decided to broach the topic with Cayne, who was distracted by a special blade Glickman was using to snip his cigar for flavor enhancement. “I want one of those,” Cayne mused aloud. “We’ve got to name a lead director,” said Glickman. He, like many executives, had been watching the kerfuffle at the NYSE with a leery eye. Its chairman and CEO, Dick Grasso, was being raked over the coals by corporate-governance experts for packing his board with pals and beholden brokerage-industry leaders who had granted him nearly $200 million in compensation. “Yes,” Cayne replied. “I think it’s a job I could do,” said Glickman. “I’ve already picked someone,” said Cayne. “Vincent Tese.” Tese had been on the board since 1994, the year after Cayne became CEO.

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Paulson’s discussions with Butenhoff, Kurt C-1 risk Cadwalader, Wickersham & Taft Cantor Fitzgerald capital accumulation plan (CAP) Carlyle Capital Corporation Carlyle Group CASH (Corporate America’s Six Honchos) Cayne, Jimmy absences of background of bankruptcy preferred by bridge playing of as CEO as chairman compensation of golf playing of Greenberg’s relationship with management style of marijuana use of mystique of removal of Spector’s love-hate relationship with Wall Street Journal criticism of Cayne, Patricia Denner CDOs CFOs, Schwartz’s sourcing of charity Chase Manhattan Corporation Childs, David China Cioffi, Ralph Citadel Investment Group Citicorp CITIC Securities International Citigroup Clinton, Bill Clinton, Hillary CNBC CNN Cohen, Rodgin (“Rodge”) deal papers and Fed deadline and Cohn, Gary Colby, Bob collateral held by J.P. Morgan Comcast Commercial Credit Congress, U.S. Conseco Continental Illinois National Bank and Trust Company corporate-governance reforms Corzine, Jon Countrywide Financial Cox, Christopher credit line of Credit-Anstalt credit-default swaps Credit Suisse Group crown jewels provision Cuomo, Andrew Cutler, Steve DBRS de Monchaux, Wendy derivatives market Deutsche Bank Diller, Barry Dimon, Jamie acquisition deal turned down by background of deal price and Geithner’s talks with misbehavior of Schwartz’s calls with Dimon, Judy Dimon, Panos Dimon, Theodore Disney Dolan family Dow Jones Industrial Average Drexel Burnham Lambert Dreyfus Eichner, Matt Enron equity, return on E*TRADE Faber, David Fannie Mae Federal Deposit Insurance Corporation Federal Reserve Bear deal price and Bear loan from board of conference call of deadline delivered by discount window of J.C.

Beautiful security
by Andy Oram and John Viega
Published 15 Dec 2009

These issues often result in suboptimal systems from the security viewpoint, and by understanding some of the environmental, psychological, and philosophical frameworks in which the coding is done, we can shine a spotlight on which areas of a system 1 are more likely to contain vulnerabilities that attackers can exploit. Where appropriate, I’ll share anecdotes to provide examples of the mindset issue at hand. My focus for the past several years has been on large-scale environments such as major corporations, government agencies and their various enclaves, and even nation states. While many of the elements are applicable to smaller environments, and even to individuals, I like to show the issues in larger terms to offer a broader social picture. Of course, painting with such a broad brush requires generalizations, and you may be able to find instances that contradict the examples.

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This can extend some number of times before we get to the actual certificate we’re interested in. To verify that certificate, we trace a chain of certificates. Alice’s certificate is signed by a certificate that is signed by a certificate that is signed by the certificate that Jack built. Many THE EVOLUTION OF PGP’S WEB OF TRUST 109 large corporations, governments, and so on have their own hierarchies that they create and maintain. X.509 certificates of the sort that we use for SSL connections on the Web use hierarchical trust. If you go to Amazon.com, that web server has a certificate that was signed in a hierarchy that traces up to a root certificate that we trust.

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This made it easy to export unlimited quantities of cryptographic source code, rendering the export controls moot and undermining the political will to continue imposing the export controls. Today, there has been nearly an about-face in government attitude about cryptography. National and international laws, regulations, and expectations about privacy, data governance, and corporate governance either imply or require the widespread use of strong cryptography. In 1990, the cultural attitude about cryptography could be described as, Why do you need that? What do you have to hide? Twenty years later, the cultural attitude is closer to, Why don’t you have it? Don’t you understand that you have to protect your data?

Six Degrees: The Science of a Connected Age
by Duncan J. Watts
Published 1 Feb 2003

Affiliation Networks A good basic reference for affiliation networks is Wasserman, S., and Faust, K. Social Network Analysis: Methods and Applications (Cambridge University Press, Cambridge, 1994). Directors and Scientists Jerry Davis’s work on interlocking boards of corporate directors is presented in Davis, G. F. The significance of board interlocks for corporate governance. Corporate Governance, 4(3), 154–159 (1996). Davis, G. F., and Greve, H. R. Corporate elite networks and governance changes in the 1980s. American Journal of Sociology, 103(1), 1–37 (1997). And Mark Newman’s data on collaboration networks of scientists is Newman, M. E. J. The structure of scientific collaboration networks.

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S., Katz, E., and Menzel, H. The diffusion of an innovation among physicians. Sociometry, 20, 253–270 (1957). Davis, J. A. Structural balance, mechanical solidarity, and interpersonal relations. American Journal of Sociology, 68(4), 444–462 (1963). Davis, G. F. The significance of board interlocks for corporate governance. Corporate Governance, 4(3), 154–159 (1996). Davis, G. F., and Greve, H. R. Corporate elite networks and governance changes in the 1980s. American Journal of Sociology, 103(1), 1–37(1997). Davis, G. F., Yoo, M., and Baker, W. E. The small world of corporate elite (working paper, University of Michigan Business School, 2002).

Money Changes Everything: How Finance Made Civilization Possible
by William N. Goetzmann
Published 11 Apr 2016

Using the new financial engineering of Exchange Alley and his own economic analysis of the role of money in the economy, he had effectively privatized the financial operations of France and put them into the hands of the public through the issuance of public shares of stock. He had replaced a depleted currency based on scarce silver specie with fiat money that could respond to market demand. He had created a corporate governance structure that had the potential to respond strategically to France’s competitors in the rush to globalization. He had also created a world that depended fundamentally on the financial market. MERES ET FILLES Law’s share issues were cleverly designed. The shares issued in June 1719 were offered on an installment plan of 10% paid in capital per month, thus attracting investors of lower means and broadening the capital market clientele.15 The Banque Royale loaned money against company shares, thus serving as what today would be called a “repo” facility, which ensured liquidity to investors.

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The Chinese markets served an expanding based of individual investors. Chinese entrepreneurs managed their way through a multicultural world of foreign competition, wars, and the complexities of an eroding nation-state to lead China into the modern world economy. By 1905, Chinese officials had adopted corporate governance and a sophisticated corporate legal code that formed the basis for the transition to successful private corporate ownership. However, China’s Communist Revolution in 1949 reinterpreted this success story in stark terms as colonial exploitation by the capitalistic West. There is a germ of truth in their revisionist history.

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This joint government-merchant structure was borrowed from the organization of the Chinese salt monopoly, for which merchants provided capital, and government officials controlled production quotas.7 This structure reflected the age-old ideal of an enlightened official governing a profit-making business to ensure that public interests were properly represented. Of course, we have seen the deeper roots of this kind of joint public-private structure earlier in Chinese history (see Chapter 9). It can rightly be regarded as a financial innovation—a new re-configuration of corporate governance that sought to reconcile the traditional Chinese governmental control and value extraction with modern corporate forms. The question is whether this new experiment would succeed. A couple of problems emerged. First, the guandu shangban structure requires an enlightened, as opposed to a self-interested, government official.

The Crisis of Crowding: Quant Copycats, Ugly Models, and the New Crash Normal
by Ludwig B. Chincarini
Published 29 Jul 2012

The Ballooning Debt The Banks Small Business Borrowing The Markets Appendix L: The Policy Reaction I: If You're Dodd, I'll be Frank Systemic Risk The Banking Industry Derivatives Hedge Funds and Private Equity Securitization Credit Rating Agencies Insurance Industry Consumer and Investment Protection Corporate Governance and Executive Compensation Last Thoughts Appendix M: The Policy Reaction II: Basel's Back: Three Strikes and You're Out Increased Capital Requirements for Banks New Liquidity Requirements Other Changes Some Thoughts on Basel III Appendix N: The Policy Reaction III: The Federal Reserve The Fed’s Business Unconventional Policies Quantitative Easing The Federal Hedge Fund Appendix O: The Policy Reaction IV: Fiscal Stimulus and Housing Capital Injections into the Banking System Supporting the Housing Market Stimulating the Economy Appendix P: A Simple Model of Banks A Simple Bank Credit Risk Management A Bank and Mark-to-Market Accounting Simple Answer to Puzzles Glossary Bibliography About the Author Index Additional Praise for The Crisis of Crowding “What causes systemic risk in economic markets?

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The Real Costs of the Financial Crisis People where you live, grow five thousand roses in one garden … yet they don’t find what they’re looking for… —The Little Prince Many people measure the real cost of the 2008 financial crisis as the decrease in the net worth of U.S. households. The real question is this: How far did this shock to the financial system take us from where we might have been without the financial crisis? Many corporations, government, and citizens are obsessed with growth, an obsession that often does more harm than good. Sometimes growth stagnates, and spurring growth with low interest rates and implicit housing subsidies can create a house of cards that eventually collapses. This is part of what happened during the fairy-tale decade.

…

Businesses need resolutions to deficit reduction, corporate tax changes, derivatives-trading regulations, and whistleblower rules, but political gridlock, bureaucratic inertia, and inadequate resources stand in the way.20 The policy makers have paralyzed the market system. It may sometimes be better to make no regulations at all than to continue stalling the system. The CFTC handled as many as six new rules per week in 2011. That’s the number it used to handle in an entire year. SEC Chairman Mary Schapiro summarized the clog when asked about corporate governance: “When we catch our breath from our Dodd-Frank responsibilities…” No matter what economic choices we make, we will face trade-offs. We may ultimately choose a fast-paced, free system that produces innovation and growth, but also some big troughs. Or some level of regulation may offer a better trade-off between large recessions and growth.

Meltdown: How Greed and Corruption Shattered Our Financial System and How We Can Recover
by Katrina Vanden Heuvel and William Greider
Published 9 Jan 2009

Or maybe the importance of the central bank is exaggerated. Unlike Britain and the United States, which suffer from loosely regulated financial systems and a shoot-from-the-hip stock market mentality, Japan and Germany have rather tightly regulated systems in which stock markets play a relatively unimportant role in both investment finance and corporate governance. Compared with these broader financial structures, the central bank’s (in)dependence isn’t quite so important. Populist critiques of the Fed tend to concentrate excessively on its autonomous powers while overlooking the influence of the financial markets on the central bankers; the Fed follows interest rate trends as well as leading them.

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Bush gets a cheerleader to help cement his ideas of individualism, from more tax cuts for the rich to privatization of anything politically viable at the moment. In a highly touted post-Enron-implosion speech at the National Press Club in mid-2002, Paulson urged reform in the financial system in three areas: accounting policy, standards of corporate governance and conflict of interest. “Conflicts are a fact of life in many, if not most, institutions, ranging from the political arena and government to media and industry,” he said. “The key is how we manage them.” Or how we ignore them. The question isn’t how it’s a conflict of interest for Paulson to preside over our country’s economy but how it’s not.

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Corporate executives account for about a fifth of that income. How have CEOs engineered their awesome take-homes? They essentially pay themselves. They sit on one another’s corporate boards and rubber-stamp executive pay plans that come from consultants who know where their bread is buttered. Democratizing corporate governance could help end this enabling. • Give shareholders a “say on pay.” The House of Representatives voted last year to give shareholders the right to vote on executive compensation. But these votes would be advisory only, and such nonbinding votes—in Britain, for instance—haven’t done much to break executive pay spirals.

The Alpha Masters: Unlocking the Genius of the World's Top Hedge Funds
by Maneet Ahuja , Myron Scholes and Mohamed El-Erian
Published 29 May 2012

His assertions attract attention and his criticisms run the gamut from accusations of incompetence (“To ensure you a dazzling place in the firmament of bad management,” he writes to one recipient), to laziness (“I saw the crowd seeking autographs from the Olsen twins just below the private box that seemed to be occupied by Mr. Dreimann and others who were enjoying the match and summer sun while hobnobbing, snacking on shrimp cocktails, and sipping chilled Gewürztraminer.”), to lame corporate governance (“I must wonder how in this day and age, the company’s board of directors has not held you . . . responsible for your respective failures and shown you both the door long ago—accompanied by a well-worn boot planted in the backside.”) Many observers noted that Loeb’s “poison pen” quieted during the past four years and in its absence, the investment world’s focus shifted to how Third Point has spent 95 percent of its time since its founding investing in classic special situations globally in long/short equities, corporate credit, mortgage bonds, and tail risk trades.

…

Loeb also announced his plans to join the board as an advocate for the company’s beleaguered shareholders, many of whom contacted Loeb, commented on blogs, or tweeted their support for his endeavors. In taking on a $20 billion Internet legend, Loeb has seized on an extraordinary opportunity that bears the hallmarks of his successful past investments using his evolved techniques. Pursuing better corporate governance on behalf of shareholders, unlocking value with consistent catalysts, and seeing a major value proposition that others had given up on requires a unique combination of contrarian thinking, keen financial valuation skills, understanding catalyst-driven investing, and an ability to stand up and fight.

…

These loans are turning increasingly insolvent as the borrowers find it hard to repay them as a consequence of the stagnant or failing demand for housing, declining prices, and the evaporation of land sales, a principal source of cash for local governments. Alternative banking networks are collapsing. Given the lack of transparency and inadequate, if nonexistent, corporate governance, it’s hard to determine the enormity of the debt and the likelihood of its repayment. This means untold risks for China’s banks, and that deep government reserves are keeping things afloat—at least for now. “The question, now, is how is China going to manage its way through it,” he says.

23 Things They Don't Tell You About Capitalism
by Ha-Joon Chang
Published 1 Jan 2010

We do not live in the best of all possible worlds. If different decisions had been taken, the world would have been a different place. Given this, we need to ask whether the decisions that the rich and the powerful take are based on sound reasoning and robust evidence. Only when we do that can we demand right actions from corporations, governments and international organizations. Without our active economic citizenship, we will always be the victims of people who have greater ability to make decisions, who tell us that things happen because they have to and therefore that there is nothing we can do to alter them, however unpleasant and unjust they may appear.

…

Even excluding stock options, US managers are paid two and a half times what their Dutch counterparts are or four times what their Japanese counterparts are, despite no apparent superiority in their productivity. Only when we are free to question the hand of cards that the market has dealt us will we be able to find ways to establish a more just society. We can, and should, change the rules of the stock market and the corporate governance system in order to restrain excessive executive pay in limited liability companies. We should not only provide equal opportunity but also equalize, to an extent, the starting points for all children for a truly meritocratic society. People should be given a real, not superficial, second chance through unemployment benefits and publicly subsidized retraining.

…

G. Palma, ‘The revenge of the market on the rentiers – Why neo-liberal reports on the end of history turned out to be premature’, Cambridge Journal of Economics, 2009, vol. 33, no. 4, p. 851, fig. 12. 5 See W. Lazonick and M. O’Sullivan, ‘Maximising shareholder value: A new ideology for corporate governance’, Economy and Society, 2000, vol. 29, no. 1, and W. Lazonick, ‘The buyback boondoggle’, Business Week, 24 August 2009. 6 Lazonick, op. cit. THING 4 1 R. Sarti, ‘Domestic service: Past and present in Southern and Northern Europe’, Gender and History, 2006, vol. 18, no. 2, p. 223, table 1. 2 As cited in J.

Finding Alphas: A Quantitative Approach to Building Trading Strategies
by Igor Tulchinsky
Published 30 Sep 2019

Growing companies will build out these areas with expectations of improved future sales. 146 Table 19.4 Finding Alphas The income statement: operating expenses R&D expenses Capital expenses Advertising expenses Other operating expenses Operating expenses D1 D2 D3 D4 D D1 D2 D3 D 4 CORPORATE GOVERNANCE Management monitors and seeks to improve company performance using metrics, and market participants will tend to reward the stock price when they observe improvements in some of these. Metrics positively correlated with future returns, according to Abarbanell and Bushee (1997), are: •• Reduced inventory per unit sales •• Improved accounts receivable per unit sales •• Improved sales minus change in gross margin •• Reduced administrative expenses per unit sales •• Improved tax rate •• Earnings quality – change to the use of FIFO versus LIFO •• Audit qualification – change to qualified auditing •• Sales per employee NEGATIVE FACTORS Some factors are specifically useful for isolating a short portfolio.

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Published 2020 by John Wiley & Sons, Ltd. 292Index price effects 190 price targets 184 thought process 186–187 uses of 182–190 annualized Sharpe ratios 97 annual return 35 approximation, to normal distribution 91 APT see arbitrage pricing theory arbitrage capital structure 204–205 index-linked 223–230 index-rebalancing 203–204 mergers 196–199 statistical 10–11, 69–70 arbitrage pricing theory (APT) 95, 157 AsymBoost 125 ATR see average true range automated searches 111–120 backtesting 116–117 batch statistics 117–118 depth 116 diversification 118–119 efficiency 111–113 input data 113–114 intermediate variables 115 manual preparation 119 noise. 113 optimization 112, 115–116 scale 111–113 search spaces 114–116 sensitivity and significance 119 unitless ratios 113–114 automation 269 availability bias 81 average daily trading volume (ADV) 239 average true range (ATR) 136 avoidance of overfitting 74–75, 269–270 axes of triple-axis plan 85–86 back office digitization 8 backtesting 13–14, 69–76 automated searches 116–117 cross-validation 75 drawdowns 107 importance of 70–71 out-of-sample tests 74 overfitting 72–75 samples selection 74–75 simulation 71–72 statistical arbitrage 69–70 WebSim 33–41 backwardation 248 balance sheets 143 band-pass filters 128 batch statistics 117–118 behavioral bias 80–82 behavioral economics 11–12, 46, 138, 155–156, 171–172 BE/ME see book equity to market equity betas see risk factors bias 12, 19, 45, 77–82 analyst reports 190–192 availability 81 behavioral 80–82 confirmation 80–81 conservatism 155–156 data mining 79–80 formulation 80 forward-looking 72 herding 81–82, 190–191 positive 190 selection 117–118 systemic 77–80 variance trade-off 129–130 bid-ask spread 208–212 big data 46–47, 79–80 categorization of news 163 expectedness 164 full text analysis 164 news analysis 159–166 Index293 novelty analysis 161–162 relevance analysis 162 sentiment analysis 160–161 social media 165–166 book equity to market equity (BE/ME) 96, 97–99 bootstrapping 107 business cycle 196 Butterworth filters 128 C++ 12 calibration 12, 13–14 call transcripts 181, 187–188 capacity, exchange-traded funds 234–235 capital asset pricing model (CAPM) 10, 95 capital raising 227–228 capital structure arbitrage 204–205 CAPM see capital asset pricing model carry trade 248 carve-outs 200–202 cash flow statements 144–145, 150–152 categorization, of news 163 cauterization problems 121 CDSs see credit default swaps challenges, exchange-traded funds 239–240 “cigar butt investing” 202–203 clamping 54 classification problems 121 CNNs see convolutional neural networks Commitments of Traders (COT) report 244–245 completion of mergers 199 computer adoption 7–9 confirmation bias 80–81 Confusion of Confusions 7 conglomeration 197 conservatism bias 155–156 construction step-by-step 5 see also design contango 247–248 control of turnover 53–55, 59–60 convolutional neural networks (CNNs) 125–126 corporate governance 146 correlation 28–29, 61–68 of alpha value 66 density distributions 67 generalized 64–66 macroeconomic 153 Pearson coefficients 62–64, 90 pools 66 profit and loss 61–62 Spearman’s rank 90 temporal-based 63–64, 65 costs of carry 247–248 exchange-traded funds 232 of exit 19, 21 of trades 50–52 COT report see Commitments of Traders report covariance 62 see also correlation coverage drop 191–192 credit default swaps (CDSs) 204–205 crossing effect 52–53 cross-validation 75 CRSP U.S.

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Shaw & Co. 8 design 25–30 automated searches 111–120 backtesting 33–41 case study 31–41 core concepts 3–6 data inputs 4, 25–26, 43–47 evaluation 28–29 expressions 4 flow chart 41 future performance 29–30 horizons 4–50 intraday alphas 219–221 machine learning 121–126 noise reduction 26 optimization 29–30 prediction frequency 27 quality 5 risk-on/risk off alphas 246–247 robustness 89–93 smoothing 54–55, 59–60 triple-axis plan 83–88 universe 26 value 27–30 digital filters 127–128 digitization 7–9 dimensionality 129–132 disclosures 192 distressed assets 202–203 diversification automated searches 118–119 exchange-traded funds 233 portfolios 83–88, 108 DL see deep learning dot (inner) product 63–64 Dow, Charles 7 DPIN see dynamic measure of the probability of informed trading drawdowns 106–107 dual timestamping 78 dynamic measure of the probability of informed trading (DPIN) 214–215 dynamic parameterization 132 early-exercise premium 174 earnings calls 181, 187–188 earnings estimates 184–185 earnings surprises 185–186 efficiency, automated searches 111–113 Index295 efficient markets hypothesis (EMH) 11, 135 ego 19 elegance of models 75 EMH see efficient markets hypothesis emotions 19 ensemble methods 124–125 ensemble performance 117–118 estimation of risk 102–106 historical 103–106 position-based 102–103 shrinkage 131 ETFs see exchange-traded funds Euclidean space 64–66 evaluation 13–14, 28–29 backtesting 13–14, 33–41, 69–76 bias 77–82 bootstrapping 107 correlation 28–29 cutting losses 20–21 data selection 74–75 drawdowns 107 information ratio 28 margin 28 overfitting 72–75 risk 101–110 robustness 89–93 turnover 49–60 see also validation event-driven strategies 195–205 business cycle 196 capital structure arbitrage 204–205 distressed assets 202–203 index-rebalancing arbitrage 203–204 mergers 196–199 spin-offs, split-offs & carve-outs 200–202 exchange-traded funds (ETFs) 223–240 average daily trading volume 239 challenges 239–240 merits 232–233 momentum alphas 235–237 opportunities 235–238 research 231–240 risks 233–235 seasonality 237–238 see also index alphas exit costs 19, 21 expectedness of news 164 exponential moving averages 54 expressions, simple 4 extreme alpha values 104 extrinsic risk 101, 106, 108–109 factor risk heterogeneity 234 factors financial statements 147 to alphas 148 failure modes 84 fair disclosures 192 fair value of futures 223 Fama–French three-factor model 96 familiarity bias 81 feature extraction 130–131 filters 127–128 finance blogs 181–182 finance portals 180–181, 192 financial statement analysis 141–154 balance sheets 143 basics 142 cash flow statements 144– 145, 150–152 corporate governance 146 factors 147–148 fundamental analysis 149–154 growth 145–146 income statements 144 negative factors 146–147 special considerations 147 finite impulse response (FIR) filters 127–128 296Index FIR filters see finite impulse response filters Fisher Transform 91 five-day reversion alpha 55–59 Float Boost 125 forecasting behavioral economics 11–12 computer adoption 7–9 frequencies 27 horizons 49–50 statistical arbitrage 10–11 UnRule 17–21 see also predictions formation of the industry 8–9 formulation bias 80 forward-looking bias 72 forwards 241–249 checklist 243–244 Commitments of Traders report 244–245 instrument groupings 242–243 seasonality 245–246 underlying assets 241–242 frequencies 27 full text analysis 164 fundamental analysis 149–154 future performance 29–30 futures 241–249 checklist 243–244 Commitments of Traders report 244–245 fair value 223 instrument groupings 242–243 seasonality 245–246 underlying assets 241–242 fuzzy logic 126 General Electric 200 generalized correlation 64–66 groupings, futures and forwards 242–243 group momentum 157–158 growth analysis 145–146 habits, successful 265–271 hard neutralization 108 headlines 164 hedge fund betas see risk factors hedge funds, initial 8–9 hedging 108–109 herding 81–82, 190–191 high-pass filters 128 historical risk measures 103–106 horizons 49–50 horizontal mergers 197 Huber loss function 129 humps 54 hypotheses 4 ideas 85–86 identity matrices 65 IIR filters see infinite impulse response filters illiquidity premium 208–211 implementation core concepts 12–13 triple-axis plan 86–88 inaccuracy of models 10–11 income statements 144 index alphas 223–240 index changes 225–228 new entrants 227–228 principles 223–225 value distortion 228–230 see also exchange-traded funds index-rebalancing arbitrage 203–204 industry formation 8–9 industry-specific factors 188–190 infinite impulse response (IIR) filters 127–128 information ratio (IR) 28, 35–36, 74–75 initial hedge funds 8–9 inner product see dot product inputs, for design 25–26 integer effect 138 intermediate variables 115 Index297 intraday data 207–216 expected returns 211–215 illiquidity premium 208–211 market microstructures 208 probability of informed trading 213–215 intraday trading 217–222 alpha design 219–221 liquidity 218–219 vs. daily trading 218–219 intrinsic risk 102–103, 105–106, 109 invariance 89 inverse exchange-traded funds 234 IR see information ratio iterative searches 115 Jensen’s alpha 3 L1 norm 128–129 L2 norm 128–129 latency 46–47, 128, 155–156 lead-lag effects 158 length of testing 75 Level 1/2 tick data 46 leverage 14–15 leveraged exchange-traded funds 234 limiting methods 92–93 liquidity effect 96 intraday data 208–211 intraday trading 218–219 and spreads 51 literature, as a data source 44 look-ahead bias 78–79 lookback days, WebSim 257–258 looking back see backtesting Lo’s hypothesis 97 losses cutting 17–21, 109 drawdowns 106–107 loss functions 128–129 low-pass filters 128 M&A see mergers and acquisitions MAC clause see material adverse change clause MACD see moving average convergence-divergence machine learning 121–126 deep learning 125–126 ensemble methods 124–125 fuzzy logic 126 look-ahead bias 79 neural networks 124 statistical models 123 supervised/unsupervised 122 support vector machines (SVM) 122, 123–124 macroeconomic correlations 153 manual searches, pre-automation 119 margin 28 market commentary sites 181–182 market effects index changes 225–228 see also price changes market microstructure 207–216 expected returns 211–215 illiquidity premium 208–211 probability of informed trading 213–215 types of 208 material adverse change (MAC) clause 198–199 max drawdown 35 max stock weight, WebSim 257 mean-reversion rule 70 mean-squared error minimization 11 media 159–167 academic research 160 categorization 163 expectedness 164 finance information 181–182, 192 momentum 165 novelty 161–162 298Index sentiment 160–161 social 165–166 mergers and acquisitions (M&A) 196–199 models backtesting 69–76 elegance 75 inaccuracy of 10–11 see also algorithms; design; evaluation; machine learning; optimization momentum alphas 155–158, 165, 235–237 momentum effect 96 momentum-reversion 136–137 morning sunshine 46 moving average convergencedivergence (MACD) 136 multiple hypothesistesting 13, 20–21 narrow framing 81 natural gas reserves 246 negative factors, financial statements 146–147 neocognitron models 126 neural networks (NNs) 124 neutralization 108 WebSim 257 newly indexed companies 227–228 news 159–167 academic research 160 categories 163 expectedness 164 finance information 181–182, 192 momentum 165 novelty 161–162 relevance 162 sentiment 160–161 volatility 164–165 NNs see neural networks noise automated searches 113 differentiation 72–75 reduction 26 nonlinear transformations 64–66 normal distribution, approximation to 91 novelty of news 161–162 open interest 177–178 opportunities 14–15 optimization 29–30 automated searches 112, 115–116 loss functions 128–129 of parameter 131–132 options 169–178 concepts 169 open interest 177–178 popularity 170 trading volume 174–177 volatility skew 171–173 volatility spread 174 option to stock volume ratio (O/S) 174–177 order-driven markets 208 ordering methods 90–92 O/S see option to stock volume ratio outliers 13, 54, 92–93 out-of-sample testing 13, 74 overfitting 72–75 data mining 79–80 reduction 74–75, 269–270 overnight-0 alphas 219–221 overnight-1 alphas 219 parameter minimization 75 parameter optimization 131–132 PCA see principal component analysis Pearson correlation coefficients 62–64, 90 peer pressure 156 percent profitable days 35 performance parameters 85–86 Index299 PH see probability of heuristicdriven trading PIN see probability of informed trading PnL see profit and loss pools see portfolios Popper, Karl 17 popularity of options 170 portfolios correlation 61–62, 66 diversification 83–88, 108 position-based risk measures 102–103 positive bias 190 predictions 4 frequency 27 horizons 49–50 see also forecasting price changes analyst reports 190 behavioral economics 11–12 efficient markets hypothesis 11 expressions 4 index changes 225–228 news effects 159–167 relative 12–13, 26 price targets 184 price-volume strategies 135–139 pride 19 principal component analysis (PCA) 130–131 probability of heuristic-driven trading (PH) 214 probability of informed trading (PIN) 213–215 profit and loss (PnL) correlation 61–62 drawdowns 106–107 see also losses profit per dollar traded 35 programming languages 12 psychological factors see behavioral economics put-call parity relation 174 Python 12 quality 5 quantiles approximation 91 quintile distributions 104–105 quote-driven markets 208 random forest algorithm 124–125 random walks 11 ranking 90 RBM see restricted Boltzmann machine real estate investment trusts (REITs) 227 recommendations by analysts 182–183 recurrent neural networks (RNNs) 125 reduction of dimensionality 130–131 of noise 26 of overfitting 74–75, 269–270 of risk 108–109 Reg FD see Regulation Fair Disclosure region, WebSim 256 regions 85–86 regression models 10–11 regression problems 121 regularization 129 Regulation Fair Disclosure (Reg FD) 192 REITs see real estate investment trusts relationship models 26 relative prices 12–13, 26 relevance, of news 162 Renaissance Technologies 8 research 7–15 analyst reports 179–193 automated searches 111–120 backtesting 13–14 300Index behavioral economics 11–12 computer adoption 7–9 evaluation 13–14 exchange-traded funds 231–240 implementation 12–13 intraday data 207–216 machine learning 121–126 opportunities 14–15 perspectives 7–15 statistical arbitrage 10–11 triple-axis plan 83–88 restricted Boltzmann machine (RBM) 125 Reuleaux triangle 70 reversion alphas, five-day 55–59 risk 101–110 arbitrage 196–199 control 108–109 drawdowns 106–107 estimation 102–106 extrinsic 101, 106, 108–109 intrinsic 102–103, 105–106, 109 risk factors 26, 95–100 risk-on/risk off alphas 246–247 risk-reward matrix 267–268 RNNs see recurrent neural networks robustness 89–93, 103–106 rules 17–18 evaluation 20–21 see also algorithms; UnRule Russell 2000 IWM fund 225–226 SAD see seasonal affective disorder scale of automated searches 111–113 search engines, analyst reports 180–181 search spaces, automated searches 114–116 seasonality exchange-traded funds 237–238 futures and forwards 245–246 momentum strategies 157 and sunshine 46 selection bias 77–79, 117–118 sell-side analysts 179–180 see also analyst reports sensitivity tests 119 sentiment analysis 160–161, 188 shareholder’s equity 151 Sharpe ratios 71, 73, 74–75, 221, 260 annualized 97 Shaw, David 8 shrinkage estimators 131 signals analysts report 190, 191–192 cutting losses 20–21 data sources 25–26 definition 73 earnings calls 187–188 expressions 4 noise reduction 26, 72–75 options trading volume 174–177 smoothing 54–55, 59–60 volatility skew 171–173 volatility spread 174 sign correlation 65 significance tests 119 Simons, James 8 simple moving averages 55 simulation backtesting 71–72 WebSim settings 256–258 see also backtesting size factor 96 smoothing 54–55, 59–60 social media 165–166 sources of data 25–26, 43–44, 74–75 automated searches 113–114 see also data sparse principal component analysis (sPCA) 131 Spearman’s rank correlation 90 Index301 special considerations, financial statements 147 spin-offs 200–202 split-offs 200–202 spreads and liquidity 51 and volatility 51–52 stat arb see statistical arbitrage statistical arbitrage (stat arb) 10–11, 69–70 statistical models, machine learning 123 step-by-step construction 5, 41 storage costs 247–248 storytelling 80 subjectivity 17 sunshine 46 supervised machine learning 122 support vector machines (SVM) 122, 123–124 systemic bias 77–80 TAP see triple-axis plan tax efficiency, exchange-traded funds 233 teams 270–271 temporal-based correlation 63–64, 65 theory-fitting 80 thought processes of analysts 186–187 tick data 46 timestamping and bias 78–79 tracking errors 233–234 trades cost of 50–52 crossing effect 52–53 latency 46–47 trend following 18 trimming 92 triple-axis plan (TAP) 83–88 concepts 83–86 implementation 86–88 tuning of turnover 59–60 see also smoothing turnover 49–60 backtesting 35 control 53–55, 59–60 costs 50–52 crossing 52–53 examples 55–59 horizons 49–50 smoothing 54–55, 59–60 WebSim 260 uncertainty 17–18 underlying principles 72–73 changes in 109 understanding data 46 unexpected news 164 universes 26, 85–86, 239–240, 256 UnRule 17–18, 20–21 unsupervised machine learning 122 validation, data 45–46 valuation methodologies 189 value of alphas 27–30 value distortion, indices 228–230 value factors 96 value investing 96, 141 variance and bias 129–130 vendors as a data source 44 vertical mergers 197 volatility and news 164–165 and spreads 51–52 volatility skew 171–173 volatility spread 174 volume of options trading 174–177 price-volume strategies 135–139 volume-synchronized probability of informed trading (VPIN) 215 302Index VPIN see volume-synchronized probability of informed trading weather effects 46 WebSim 253–261 analysis 258–260 backtesting 33–41 data types 255 example 260–261 settings 256–258 weekly goals 266–267 weighted moving averages 55 Winsorization 92–93 Yahoo finance 180 Z-scoring 92 

Big Business: A Love Letter to an American Anti-Hero
by Tyler Cowen
Published 8 Apr 2019

In other words, when it comes to CEO pay we can (mostly) trust business.3 The efforts of America’s highest-earning 1 percent have been one of the more dynamic elements of the global economy. There’s plenty of evidence that American CEOs are the best in the world for supporting productivity gains, and they work with tougher and better corporate governance than ever before. They have integrated tech into their organizations at a world-beating pace, making them more competitive and thus producing better wages for their employees. Economists sometimes speak of CEOs as arbitrary beneficiaries of a variable called “skill-biased technical change.”

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Once more, these high returns are representing some very general features of the American economy, and not the ability of the athletes or CEOs to systematically defraud either consumers or the system more generally.16 The idea that high CEO pay is mainly about ripping people off—or extracting rents, as economists put it—also doesn’t explain history very well. By most measures, corporate governance has become a lot tighter and more rigorous since the 1970s. The 1950s and 1960s were much more of a “good ol’ boy” era in corporations, as you see reflected in such TV shows as Mad Men. Yet it was during this period of weak governance that CEO pay was relatively low, while during the more recent periods of stronger governance CEO pay has been high and rising.

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NBER Working Paper No. 23694. National Bureau of Economic Research, Washington, DC. Kaplan, Greg, and Sam Schulhofer-Wohl. 2018. “The Changing (Dis-)Utility of Work.” NBER Working Paper No. 24738. National Bureau of Economic Research, Washington, DC. Kaplan, Steven N. 2012. “Executive Compensation and Corporate Governance in the U.S.: Perceptions, Facts and Challenges.” NBER Working Paper No. 18395. National Bureau of Economic Research, Washington, DC. Kaplan, Steven N., Mark M. Klebanov, and Morten Sorensen. 2012. “Which CEO Characteristics and Abilities Matter?” Journal of Finance 67, no. 3 (June): 973–1007.

The Great Demographic Reversal: Ageing Societies, Waning Inequality, and an Inflation Revival
by Charles Goodhart and Manoj Pradhan
Published 8 Aug 2020

If debtors cannot inflate their debt away, but find it almost impossible to repay, can such debts be renegotiated, or in the last resort defaulted (or forgiven)? In an important sense we view the past and future macroeconomic maladies not only as a reflection of dramatic demographic trends, but also as a consequence of failures of corporate governance and in the structure of capitalism. Debt has been made too easy to adopt, and equity finance too unattractive. Equity finance is not attractive to corporate executives, so long as the focus on RoE remains, and such executives continue to share in the limited liability of all shareholders. There is more to be said for Islamic financing requirements than is commonly appreciated.

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Vella, ‘Destination-Based Cash Flow Taxation’, Oxford University Centre for Business Taxation, Working Paper 2017/1. Reproduced with permission. 2In an article entitled ‘Rethink the purpose of the corporation’ (Financial Times, 12 December 2018), Martin Wolf criticises the mantra of shareholder value maximisation, affirming that in the cases of highly leveraged banking the Anglo American model of corporate governance does not work. He refers to a number of books—including Colin Mayer’s 2018 Prosperity—that suggest that capitalism is substantially broken. © The Author(s) 2020 C. Goodhart, M. PradhanThe Great Demographic Reversalhttps://doi.org/10.1007/978-3-030-42657-6_13 13. Future Policy Problems: Old Age and Taxes, and the Monetary-Fiscal Clash Charles Goodhart1 and Manoj Pradhan2 (1)London School of Economics, London, UK (2)Talking Heads Macro, London, UK Charles Goodhart (Corresponding author) Email: c.a.goodhart@lse.ac.uk Manoj Pradhan Email: manoj@talkingheadsmacro.com “Demographic change is a key long-term pressure on the public finances,” – The Office of Budget Responsibility, UK, July 2018.1 Where will we find the funds to sustain the spending needs of the aged?

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Congo Congressional approval, need for American Congressional Budget Office (CBO) Construction boom, in USA, caused by falling interest rates Construction companies Construction employment Consumption, age profile of Consumption, dynamics of an ageing society Consumption-led growth Consumption smoothing, not primary cause of savings Contribution system, define Conventional thinking Corporate debt ratios, increase in Asia Corporate deleveraging Corporate governance, failures of Corporate investment Corporate productivity Corporate profitability Corporate profits Corporate profits, high share of total incomes Corporates debt, remove the fiscal advantage of Corporate sector Corporate sector, favourable financial conditions after GFC Corporate sector, investment sluggish Corporate sector, non-financial, in recent large surplus Corporate sector, non-financial, moving into surplus Corporate sector finance, switch from debt to equity basis Corporate sector profits in Japan, not enhanced by overseas operations Corporate tax, reform of Corporate tax base, narrowed by ACE Corporation tax Countryside Covarrubias, M.

More Than You Know: Finding Financial Wisdom in Unconventional Places (Updated and Expanded)
by Michael J. Mauboussin
Published 1 Jan 2006

Too often companies seek to promote executives with the “right stuff”—good communication skills, smarts, and success in a specific context—without full consideration of their actual work skills and experience. As a result, these companies misallocate human capital, with poor results for both the business and the executive. The Bottom Line Assessing management’s leadership, incentives, and capital allocation discipline is essential for long-term shareholders. Despite a heightened focus on corporate governance, few boards are sufficiently proactive to appropriately address these areas. I’ve attempted to give some guidelines in thinking through some of the issues. Part 2 Psychology of Investing INTRODUCTION Cigar-chomping Puggy Pearson was a gambling legend. Born dirt poor and with only an eighth-grade education (“that’s about equivalent to a third grade education today,” he quipped), Pearson amassed an impressive record: he won the World Series of Poker in 1973, was once one of the top ten pool players in the world, and managed to take a golf pro for $7,000—on the links.

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But the aggregate statistics on equity portfolio turnover give any intelligent investor pause. Annual turnover has shot from roughly 30 to 40 percent in the early 1970s to about 90 percent today. This means the average holding period for a stock is now just over one year. Not only is this turnover costly, it has also attended a disquieting decline in corporate governance.6 Visiting El Farol Economist Brian Arthur has made important contributions to our understanding of inductive versus deductive approaches to problem solving (including stock picking). Arthur notes that you can solve only the easiest problems deductively: you can do it for tic-tac-toe but not for chess.

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EXHIBIT 34.2 Top 30 S&P 500 Index Moves, September 2001-March 2007 DatePercent ChangeExplanation 07/24/2002 5.73 Investment community decides market overdue for at least a short-term rally; Congressional agreement on corporate-reform law 07/29/2002 5.41 Sense among investors that stocks have fallen too far 09/17/2001 —4.92 First day of trading following 9/11 10/15/2002 4.73 Better-than-expected corporate profits send stocks surging for fourth straight day 09/03/2002 —4.15 Market declines in Europe and Japan and weak U.S. and European manufacturing numbers; talk of more problems among Japanese banks 08/14/2002 4.00 Money moves from bonds to stocks; relief certification deadline passes, and short covering 10/01/2002 4.00 Positive earnings news; Iraq’s agreement to let U.N. inspectors return, and strong economic news 10/11/2002 3.91 Another surge in Chicago Board Options Exchange volatility and short covering 09/24/2001 3.90 Foreign markets (except Japan) report gains; clear optimism in insurance and energy sectors; reduced fear of terrorism; and short covering 07/19/2002 —3.83 Continuing concern about accounting profits 05/08/2002 3.75 A gentle hint from Cisco Systems about a possible coming business recovery is enough to spark a monster stock rally 07/05/2002 3.67 Short covering 03/17/2003 3.54 News that the White House has dropped its sputtering diplomatic efforts and appears to be preparing for war with Iraq 03/24/2003 —3.52 Fears that the war in Iraq could be longer and more difficult than investors had anticipated 10/10/2002 3.50 Short covering; The Chicago Board Options Exchange’s volatility index pushes above fifty—reflects exaggerated level of investor worry 02/27/2007 —3.47 Concern over high Chinese stock valuations and decision by People’s Bank of China to drain liquidity from banking system cause strong sell off in Chinese market; spills over globally 03/13/2003 3.45 United States expresses a willingness to delay until the following week a vote of using force to disarm Iraq 08/05/2002 —3.43 Weaker-than-expected U.S. employment report 07/10/2002 —3.40 Waning confidence in the market and in corporate integrity 01/02/2003 3.32 Anticipation of increased corporate spending; announcement that Bush’s economic stimulus package will be released the following week 07/22/2002 —3.29 Bush affirms support for Treasury Secretary Paul O’Neill and takes some potshots at Wall Street 08/08/2002 3.27 Fed schedules monetary-policy meeting; IMF $30 billion bailout of Brazil; and Citigroup announces a series of corporate-governance measures 09/27/2002 —3.23 Lack of consumer confidence and negative earnings news 09/20/2001 —3.11 Political and economic uncertainty 09/19/2002 —3.01 Bad corporate news and housing construction falls for third straight month 08/06/2002 2.99 Anticipation of interest-rate cut 08/01/2002 —2.96 Report shows slowed manufacturing growth; unemployment worsening; government revises economic growth rates down 01/24/2003 —2.92 North Korea’s nuclear threat; Mideast instability; the war against terrorism and rising tensions with European allies 06/17/2002 2.87 Bargain hunting in tech sector due to an oversold market 01/29/2002 —2.86 Accounting questions surface at more big companies Source: Wall Street Journal, New York Times, author analysis.

The Joys of Compounding: The Passionate Pursuit of Lifelong Learning, Revised and Updated
by Gautam Baid
Published 1 Jun 2020

Test the debt serviceability through interest coverage (earnings before interest and taxes/interest) and FCF. A company may have a low debt-to-equity ratio but still face financial stress if the cash is insufficient to meet the near-term payment obligations. 6. Management Analysis Study the background and credentials of promoters and search the Internet for any corporate governance issues. Use keywords like “fraud,” “scam,” “litigation,” “investigation,” and the like. Management red flags include exorbitant salaries, perks, and commissions (most worrisome if paid during a period of losses); a high percentage of insider holdings being pledged; promoters merging their weaker privately owned companies into their publicly listed company; engaging in significant related-party transactions; appointing relatives who lack adequate qualifications; using aggressive accounting practices; frequently changing auditors; changing the company name to include buzzwords from the hot sectors currently in high demand; and engaging in overly promotional activities, such as quoting broker reports for its revenue or profit guidance and issuing frequent but meaningless press releases and announcements.

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I gained important insight during this period while studying a company named Dilip Buildcon: when it comes to the infrastructure and construction sectors, the market rewards the stocks of only those companies that have strong execution capabilities and a healthy balance sheet that can support fundraising for the execution of future order wins. This very insight eventually helped me identify PSP Projects in 2018. I had erroneously ignored PSP during its IPO in May 2017 because of stereotyping bias. Investors generally do not perceive the construction industry to have good standards of corporate governance and this industry regularly incurs time and cost overruns. But PSP Projects (named after its founder Prahaladbhai Shivrambhai Patel) was a clear exception. The company enjoyed a stellar reputation for timely and high-quality execution in its hometown of Ahmedabad, India. This, in turn, had led to regular repeat business from its key clients.

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Sometimes, it may happen that one of our long-term secular growth holdings (not the shorter-term commodity-cyclical-special situation holding, for which the primary focus is on mispricing and mean reversion rather than quality of business and management) begins to make our stomach churn. We are no longer comfortable holding it for certain corporate governance reasons or management integrity issues that we may have discovered after our initial purchase. Even though I may expect that company to report high earnings growth for the next few years and its stock may well go up a lot in the interim period, in those cases, I usually exit my position. I do not want to trade a peaceful night’s sleep for a few extra percentage points of return.

The Data Revolution: Big Data, Open Data, Data Infrastructures and Their Consequences
by Rob Kitchin
Published 25 Aug 2014

Directed data Organised and structured surveillance, wherein one group of people (e.g., law enforcement officials, teachers, doctors, welfare officials, bureaucrats, bosses) observe others (e.g., citizens, pupils, patients, workers) in person or through a technological lens (e.g., surveys such as a census, government forms, tax receipts, inspections, CCTV cameras), has long been a feature of societies, an essential component of state and corporate governance (Lyon 2007). Such a form of governmentality (the interlocking rationale, apparatus, institutions, roles and procedures of governance) enables centralised control and regulation across a broad spectrum of domains and helps to maintain order, produce good government, effective administration, profitable business, and sustainable and stable communities, both through the active disciplining of subjects but also their self-disciplining (that is, people modify their behaviour to conform to expectations and rules).

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If big data provide all of these benefits, the regime contends that it makes little sense not to pursue the development of big data systems. Of course, the argument being presented is narrow and selective and deliberately avoids highlighting potential negative consequences with respect to civil liberties, dataveillance, social sorting, data security, control creep, anticipatory governance, technocratic and corporate governance, and technological lock-ins (see Chapter 10). It is the view of vested interests, particularly those seeking to sell big data technologies, and of governments pursuing a neoliberal vision of governance and regulation, not the view of citizens or communities who might still be advocates of big data and ubiquitous computing, but envisage them being used in emancipatory, empowering and participatory ways with the more negative effects being subject to regulation and oversight.

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This chapter examines a selection of the ethical, social, political and legal concerns that the data revolution raises, including dataveillance and data footprints and shadows, privacy, data security, profiling, social sorting and redlining, control creep, anticipatory governance, technocratic and corporate governance and technological lock-ins, and ownership and intellectual property. How each of these issues is thought about is contested, with views varying within and between science, companies, government and civil society, who have differing agendas, vested interests, and political sensibilities. Thus, there are no easy answers to resolving the issues discussed, and resolutions always consist of compromises.

The Great Divergence: America's Growing Inequality Crisis and What We Can Do About It
by Timothy Noah
Published 23 Apr 2012

In 1993, President Clinton pushed through Congress a bill limiting tax-deductible salaries to $1 million. But the bill exempted performance-based bonuses and stock options, on the theory that these tied chief executives’ compensation to company profitability. Corporate compensation committees responded in three ways. First, “everybody got a raise to $1 million,” Nell Minow, a corporate governance critic, told me.16 Next, corporate compensation committees, which remained bent on showering chief executives indiscriminately with cash, started inventing make-believe performance metrics. For instance, AES Corp., a firm based in Arlington, Virginia, that operates power plants, made it one of chief executive Dennis Bakke’s performance goals to ensure that AES remained a “fun” place to work.

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Another cure that proved worse than the disease was the advent of compensation consultants. Under fire from stockholders for maintaining a too-cozy relationship with CEOs, corporate compensation committees turned to outside consultants to set pay levels for top executives. But a 2007 study by the Corporate Library, a corporate-governance watchdog that Minow cofounded, revealed that companies that hired such consultants actually paid their CEOs more than companies that didn’t, and that these higher pay levels were not associated with greater returns to shareholders. Some of the consultants represented clients whose CEO base salaries averaged out to 15 to 19 percent above the “peer median.”

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Nagel, “Outside and Inside Hired CEOs: A Performance Surprise,” working paper, at http://69.175.2.130/~finman/Reno/Papers/Outside_and_Inside_Hired_CEOs-A_Financial_Surprise_FMA-Turin-blind.pdf.pdf. 16. Nell Minow, interview with author, April 14, 2011. 17. Suman Banerjee, Vladimir Gatchev, and Thomas Noe, “Doom or Gloom? CEO Stock Options After Enron,” working paper, Jan. 2008, 37, Table 1; Nell Minow interview; Franklin R. Edwards, “U.S. Corporate Governance: What Went Wrong and Can It Be Fixed?,” paper for B.I.S. and Federal Reserve Bank of Chicago conference, Oct. 30–Nov. 1 2003, 5; Brian J. Hall and Kevin Murphy, “Stock Options for Undiversified Executives,” Working Paper 8052 (Cambridge, MA: NBER, 2000), 43, Figure 3; Donald P. Delves, Stock Options and the New Rules of Corporate Accountability: Measuring, Managing, and Rewarding Executive Performance (New York: McGraw-Hill, 2004), 47–49; “Congress and the Accounting Wars,” Web page for PBS Frontline documentary, Hedrick Smith interview with Arthur Levitt, March 12, 2002, at http://www.pbs.org/wgbh/pages/frontline/shows/regulation/interviews/levitt.html. 18.

The Impulse Society: America in the Age of Instant Gratification
by Paul Roberts
Published 1 Sep 2014

Other proposals target the perverse incentives of executive compensation—for example, by paying senior executives with “restricted” stock that can’t be sold for five years or for several years after an executive leaves a company, thus removing the enticement to go for quick earnings boosts.9 (Under one proposal, companies would even be able to “claw back” stock compensation if, as The Wall Street Journal put it, “a business built on short-term risk-taking blows up.”10) Another particularly intriguing idea calls for linking compensation to innovation: pay depends on how much of a company’s current profits are being generated from products based on newly developed technologies.11 Executives themselves have shown little warmth for such ideas. But experts who study compensation and corporate governance say many companies would welcome the chance to bring compensation under control for very self-serving reasons. Sky-high executive compensation not only hurts employee morale and invites constant criticism from the media and politicians, but also rarely correlates with corporate performance.12 To the contrary, one study found that two out of five of the highest-paid American CEOs had been at companies that were either bailed out or busted for fraud, or had themselves been terminated.

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Financial Times, February 17, 2014. Lazonick, William. “The Innovative Enterprise and the Developmental State: Toward an Economics of ‘Organizational Success.’ ” Discussion paper presented at Finance, Innovation & Growth 2011. Lazonick, William, and Mary O’Sullivan. “Maximizing Shareholder Value: A New Ideology for Corporate Governance,” Economy and Society 29, no. 1 (Feb. 2000): 19. Loewenstein, George, “Insufficient Emotion: Soul-Searching by a Former Indicter of Strong Emotions.” Emotion Review 2, no. 3 (July 2010): 234–39. http://www.cmu.edu/dietrich/sds/docs/loewenstein/InsufficientEmotion. pdf. Lynd, Robert S. “The People as Consumers.”

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“GM Speeds Time to Market through Blistering Fast Processors,” FreeLibrary, http://www.thefreelibrary.com/GM+speeds+time+to+market+through+blistering+fast+processors%3a+General..-a0122319616. 6. “S&P 500: Total and Inflation-Adjusted Historical Returns,” Simple Stock Investing, http://www.simplestockinvesting.com/SP500-historical-real-total-returns.htm. 7. William Lazonick and Mary O’Sullivan, “Maximizing Shareholder Value: A New Ideology for Corporate Governance,” Economy and Society 29, no. 1 (Feb. 2000): 19. 8. Ibid. 9. Ted Nordhaus and Michael Shellenberger, Break Through: From the Death of Environmentalism to the Politics of Possibility, p. 156. 10. “Work Stoppages Falling,” graph, U.S. Bureau of Labor Statistics, http://old.post-gazette.com/pg/images/201302/20130212work_stoppage600.png. 11.

Start It Up: Why Running Your Own Business Is Easier Than You Think
by Luke Johnson
Published 31 Aug 2011

Great businesses are built by confident men and women who understand Goethe’s maxim: ‘Whatever you can do, or dream you can, begin it. Boldness has genius, power and magic in it. Begin it now.’ Instead, companies are too often controlled not by titans of the boardroom, but by shadowy hedge-fund managers, faceless critics and corporate governance experts who have never run so much as a whelk stall. ‘Great spirits have always found violent opposition from mediocrities’ Albert Einstein Management gurus reckon one of the attributes of an outstanding leader is a high ‘emotional quotient’ – empathy for people. The principle makes sense, although the term sounds a bit awkward.

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He dealt with things with absolute expediency by telephone, and did not feel the desire to gather lots of men in suits in a posh room to discuss agendas, targets and mission statements, and then circulate minutes (another ritual of mind-boggling tedium) of the time wasted. I would guess that only 20 per cent of most board meetings are worthwhile – I’m sure if they were restricted to half an hour we would all enjoy life more. Many rituals of business are being massively legitimized by the corporate governance movement, which is moving to ever more bizarre extremes – such as the idea once espoused by the Institute of Directors that its members should sit examinations and gain qualifications to prove their fitness to manage. Business is about successfully dealing with the marketplace, not attending a series of academic lectures.

Valuation: Measuring and Managing the Value of Companies
by Tim Koller , McKinsey , Company Inc. , Marc Goedhart , David Wessels , Barbara Schwimmer and Franziska Manoury
Published 16 Aug 2015

investors from the United States do not require the foreign companies in which they want to invest to be listed in the United States.37 There is no impact on liquidity, as cross-listed shares of European companies in the United States— American depositary receipts (ADRs)—typically account for less than 3 percent of these companies’ total trading volumes. Corporate governance standards across the developed world have converged with those in the United States and the United Kingdom. There is hardly any benefit from better access to capital, given that three-quarters of the U.S. cross-listings of companies from the European Union have never involved raising any new capital in the United States.38 For companies from the emerging world, however, the story might be different. These companies might benefit from access to new equity and more stringent corporate governance requirements through cross-listings in U.S. or UK equity markets.39 Stock Splits In the United States alone, each year hundreds of companies increase their number of shares through a stock split to bring a company’s share price back 37 For example, CalPERS, a large U.S. investor, has an international equity portfolio of around 2,400 companies, but less than 10 percent of them have a U.S. cross-listing. 38 Based on 420 depositary receipt issues on the New York Stock Exchange, NASDAQ, and American Stock Exchange from January 1970 to May 2008.

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But a host of other calamities, from the rise and fall of business conglomerates in the 1970s to the collapse of Japan’s economy in the 1990s to the Internet bubble, can all to some extent be traced to a misunderstanding or misapplication of this guiding principle. Today these accumulated crises have led many to call into question the foundations of shareholder-oriented capitalism. Confidence in business has tumbled.2 Politicians and commentators push for more regulation and fundamental changes in corporate governance. Academics and even some business leaders have called for companies to change their focus from increasing shareholder value to a broader focus on all stakeholders, including customers, employees, suppliers, and local communities. At the extremes, some have gone so far as to argue that companies should bear the responsibility of promoting healthier eating and other social issues.

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CAN STAKEHOLDER INTERESTS BE RECONCILED? Much recent criticism of shareholder-oriented capitalism has called on companies to focus on a broader set of stakeholders beyond just its shareholders. It’s a view that has long been influential in continental Europe, where it is frequently embedded in corporate governance structures. And we agree that for most companies anywhere in the world, pursuing the creation of long-term shareholder value requires satisfying other stakeholders as well. You can’t create long-term value without happy customers, suppliers, and employees. We would go even further. We believe that companies dedicated to value creation are healthier and more robust—and that investing for sustainable growth also builds stronger economies, higher living standards, and more opportunities for individuals.

Understanding Asset Allocation: An Intuitive Approach to Maximizing Your Portfolio
by Victor A. Canto
Published 2 Jan 2005

After all this is settled on, the last step of a strategy identifying tax-change cycles is to anticipate shifts in behavior (across the entire economic spectrum, from the individual laborer to the corporate CEO) caused by proposed legislative changes. The way to anticipate these behavioral shifts is rather simple: Just follow the money. Government regulation and tax policy, along with corporate governance, affect the marginal cost of various investment return-delivery vehicles, which are the ways corporations deliver returns to investors. These vehicles include dividends, capital gains, and corporate debt. Historically, each return-delivery vehicle has been taxed at a different rate, so a change in the tax code alters the after-tax return delivered by each of the three different mechanisms.

…

By 1982, debt had a $23 dollar advantage over dividends per $100 of precorporate-tax income (see Table 4.1: eighth column, third row). This meant corporate financing could deliver a much higher after-tax return than equity financing. A corporate manager, absent any restraint and with shareholder concerns in mind, would have maximized the after-tax return delivered to shareholders by using only corporate debt. But I argue corporate governance would not enable managers to do this. The numbers show the tax structure provided an incentive for corporations to deliver their returns in the form of debt and capital gains, which came at the expense of dividends. Table 4.1 shows the historical advantage of corporate debt over dividends and capital gains, respectively.

…

Perhaps hedging its bets, just as a well-managed company should, Microsoft did not risk the possibility of a rollback of the law and an increased tax on the one-time dividend. According to this interpretation of events, not only can increased dividends be explained by tax-rate changes, so can a decline in corporate malfeasance. A clear side benefit of the 2003 dividend tax-rate cuts is improved corporate governance. 84 UNDERSTANDING ASSET ALLOCATION Summary The different case studies in this chapter illustrate some major points in the cyclical asset-allocation story. As I mentioned earlier, the legislative process does provide advance notice of coming policy changes. This, in turn, enables analysts and investors plenty of time to identify the investment implications and behavioral changes the new legislation will generate.

Infomocracy: A Novel
by Malka Older
Published 7 Jun 2016

Ken quickly learns, and completely fails to absorb, a great deal about the politicking involved in the airport’s initial construction and the decision on its location, as well as which airlines serve it and since when and to which connections, and its place in various ranking schemes (official associations, user-generated, statistically based), while bypassing reams on the sourcing of materials, the architecture firm, and the history of the land below it. Along the way, ads—flat and projected, still and animated—crowd his vision, all of them translated and most of them annotated by his Information: he learns that the company trying to sell him whiskey is a subsidiary of Coca-Cola (not surprising, since they are part of the corporate government that owns this airport) and sees the annual statement summary for a firm offering wealth management. Not having any wealth to speak of, he ignores both the ad and the background Information discrediting it. As he walks past the large windows looking out on the runways, Information projects a split-screen view with old-school vids of exactly the same scene taken during the flooding of the 2011 tsunami.

…

They both know she is not talking about Johnny Fabré, the glossy good-looker who has been the public face of Liberty for over a decade. “Changed direction.” “Four weeks before the election?” Mishima asks. “Or…” Tabby says. “Or they could have been planning this all along.” “Laying the groundwork.” “Establishing their credibility as a major, legitimate corporate government, committed to micro-democracy, while making sure that the people they want to reach would hear the dog whistle.” “Making sure those people want war.” Every hypothesis seems scarier than the last. “Do they have a chance at the Supermajority?” Tabby asks finally. Mishima shrugs. “A chance?

…

Policy1st’s spokespeople are not supposed to vilify anyone, not even the rich, and Ken thrills to the knowledge that it’s go-for-broke time. He twitches the volume up on his earpiece; although most of the clients in the bar are focused on the debate, a small but noisy contingent is belting karaoke in the back. “Our esteemed colleague”—it is the spokesperson for 888, a China-based corporate government, who speaks after Suzuki—“worries much about the risks he does not know but says nothing about the risks that have already been confirmed. Excessive plane travel is choking our planet and strangling our economies. Mantle tunnels will use a combination of gravitational forces and sophisticated engineering for clean and sustainable long-haul travel. 888 is committed to continuing our efforts to fully leverage this great advance in technology.”

SUPERHUBS: How the Financial Elite and Their Networks Rule Our World
by Sandra Navidi
Published 24 Jan 2017

Dawn Kopecki, “Young Bankers Fed Up With 90-Hour Weeks Move to Startups,” Bloomberg, May 9, 2014 http://www.bloomberg.com/news/articles/2014-05-09/young-bankers-fed-up-with-90-hour-weeks-move-to-startups. 4. David F. Larcker, Allan L. McCall, and Brian Tayan, “Separation Anxiety: The Impact of CEO Divorce on Shareholders,” Rock Center for Corporate Governance at Stanford University Closer Look Series: Topics, Issues and Controversies in Corporate Governance and Leadership No. CGRP-36, September 28, 2013, http://corpgov.law.harvard.edu/2013/12/03/the-impact-of-ceo-divorce-on-shareholders. 5. Lorenz Wagner, “Endlich gut genug,” Süddeutsche Zeitung, Heft 37, 2014 http://sz-magazin.sueddeutsche.de/texte/anzeigen/42184/2/1 6.

…

Only superhubs have the “operating manual” on how to gain access and navigate these mechanisms. THE ANNUAL POWER CIRCUIT: DISPATCH FROM DAVOS The World Economic Forum (WEF) in Davos is one of the most famous and effective of these platforms. Kicking off the meeting season in January, it unites the leaders of the financial industry along with those of corporations, governments, and academia. As the participants all belong to various multidimensional interdisciplinary networks—of people, businesses, institutions, and information—the cross-fertilization and disruption of “silo-thinking” is particularly effective. The magic formula of Davos’s success is that the village is small, inconvenient to travel to, and hard to navigate.

Beyond Diversification: What Every Investor Needs to Know About Asset Allocation
by Sebastien Page
Published 4 Nov 2020

I expect the practice and science of asset allocation to continue to merge in a never-ending quest to deliver better outcomes to investors. As my father said, this quest will provide endless intellectual satisfaction to those who move it forward. What a fascinating field indeed! Note 1. For those interested in corporate governance, the only book he ever published in English is titled Corporate Governance and Value Creation, available at https://www.amazon.com/Corporate-Governance-Value-Creation-Jean-Paul/dp/0943205719. Afterword Theoretical Foundations of the Asset Allocation Decision WHEN I RETIRED AFTER 40 YEARS OF TEACHING FINANCE, I left the field entirely. A clean break. I hopped on the snowmobile and started focusing on the next stage in my life.

Who Rules the World?
by Noam Chomsky

A variety of factors converged to create a vicious cycle of radical concentration of wealth, primarily in the top fraction of one percent of the population—mostly CEOs, hedge-fund managers, and the like. That leads to the concentration of political power, hence state policies to increase economic concentration: fiscal policies, rules of corporate governance, deregulation, and much more. Meanwhile the costs of electoral campaigns skyrocketed, driving the parties into the pockets of concentrated capital, increasingly financial: the Republicans reflexively, the Democrats—by now what used to be moderate Republicans—not far behind. Elections have become a charade, run by the public relations industry.

…

Two major elements of this shift were financialization and the offshoring of production, both related to the decline in the rate of profit in manufacturing and the dismantling of the postwar Bretton Woods system of capital controls and regulated currencies. The ideological triumph of “free market doctrines,” highly selective as always, administered further blows as these doctrines were translated into deregulation, rules of corporate governance linking huge CEO rewards to short-term profits, and other such policy decisions. The resulting concentration of wealth yielded greater political power, accelerating a vicious cycle that has led to extraordinary wealth for a tiny minority while for the large majority real incomes have virtually stagnated.

…

These decisions initiated a vicious cycle in which wealth became highly concentrated (dramatically so in the top 0.1 percent of the population), yielding a concentration of political power, and hence legislation to carry the cycle further: revised taxation and other fiscal policies, deregulation, changes in the rules of corporate governance allowing huge gains for executives, and so on. Meanwhile, for the majority, real wages largely stagnated, and people were able to get by only by sharply increased workloads (far beyond those of Europe), unsustainable debt, and, since the Reagan years, repeated bubbles, creating paper wealth that inevitably disappeared when they burst, after which their perpetrators were often bailed out by the taxpayer.

The Pyramid of Lies: Lex Greensill and the Billion-Dollar Scandal
by Duncan Mavin
Published 20 Jul 2022

A tighter group met in the afternoon, an inner circle of senior executives and board members who had been taken into King Lex’s confidence. Everything at Greensill flowed through Lex. All the major deals. All the discussions with regulators and major investors. He didn’t exactly hide the true perilous state of Greensill’s business from the board and senior managers. Its corporate governance processes – the checks and balances that prevent wrongdoing and mishaps – had not kept up with the pace of the company’s expansion. German regulators were circling a bank the company owned there. One of the firm’s biggest clients was in a perilous state itself – if it defaulted on loans from Greensill, both firms would be in deep trouble.

…

He could speak a little Japanese and he’d become a Justice of the Peace. He was the director of five separate companies, including Greensill Corporation Pty. Lex was, he said, skilled in law, wireless applications, international trade, insurance, capital raising, sales and marketing, public speaking, written communications, corporate governance, training, organization and management, the etiquette of shareholder and board meetings, and in navigating Asian markets. He’d worked with teams in Australia, New Zealand, Japan, China, Hong Kong, Macau, Thailand, Pakistan, Philippines and Austria. He said he was ‘tenacious, disciplined and committed . . . my personal drive, fiercely competitive nature, and the ability to perform under pressure for extended periods make me an ideal business associate.’

…

Index Aar Tee Commodities ref1 Abengoa ref1, ref2 Accenture ref1, ref2 Agritrade ref1 Ahearn, John ref1 AIG ref1, ref2, ref3, ref4, ref5 Aigis Banca ref1, ref2 Allesch-Taylor, Stefan ref1, ref2 Allin, Patrick ref1 anti-money-laundering (AML) questions ref1 ANZ ref1 Apollo Global Management ref1, ref2 Apple ref1 Aramco ref1 ArcelorMittal ref1 Archegos ref1 Arthur Andersen ref1 Asda ref1 Atlantic 57 Consultancy ref1, ref2, ref3, ref4, ref5 Auditing Association of German Banks ref1 Augustus Asset Managers ref1 Austin, Jason ref1, ref2 Australia ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9, ref10, ref11, ref12, ref13, ref14, ref15, ref16, ref17, ref18, ref19 Australian Taxation Office ref1 Aviva ref1 BAE Systems ref1 Baer, Julius ref1, ref2 BaFin ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9, ref10, ref11 Bailey, Andrew ref1 Bank of America ref1 Bank of England ref1, ref2, ref3, ref4 Barclays ref1, ref2 Barnes, Rob ref1, ref2, ref3 Barrell, Neil ref1 Barron’s ref1, ref2, ref3 Bates, Chris ref1, ref2, ref3, ref4 Battershill, William ref1, ref2 Baylis, Natalie ref1 BBB see British Business Bank BBC News ref1 BBVA ref1 BCLP see Bryan Cave Leighton Paisner BDO ref1, ref2 Becker, Arthur ref1 Berkshire Hathaway ref1 Bethell, Richard, 6th Baron Westbury ref1, ref2 Bingera ref1 Bishop, Julie ref1, ref2 BlackRock ref1, ref2, ref3 Blackstone ref1 Blair, Tony ref1, ref2, ref3, ref4 Bloomberg ref1, ref2, ref3 Bloomberg News ref1, ref2, ref3, ref4 Bluestone Resources Inc. ref1, ref2, ref3, ref4, ref5 Blunkett, David ref1, ref2 BNP Paribas ref1 Boeing ref1, ref2, ref3, ref4 737 Max 8 aircraft ref1 Bond and Credit Company, The (TBCC) ref1, ref2, ref3, ref4, ref5, ref6, ref7 Borbely, Barnabas ref1 Borneo ref1 Breedon, Tim ref1 Breedon report ref1 Brereton, Greg ref1 Brexit referendum ref1 Brierwood, David ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8 Brighthouse ref1 British Business Bank (BBB) ref1, ref2, ref3 British Gas ref1 Brown, Eliot ref1 Brown, Gordon ref1, ref2 Bryan Cave Leighton Paisner (BCLP) ref1 BSi Steel ref1, ref2, ref3, ref4 Buckingham Palace ref1, ref2, ref3, ref4 Buffett, Warren ref1 Bundaberg, Queensland, Australia ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9, ref10 Bunge ref1 Business, Energy and Industrial Strategy committee ref1 Cabinet Office ref1, ref2, ref3 Caillaux, Gabe ref1, ref2, ref3, ref4, ref5, ref6 Callahan, Mark ref1 Cameron, David ref1, ref2, ref3, ref4, ref5 ‘Big Society’ policy ref1 and Earnd ref1 Greensill remuneration ref1 and Greensill’s collapse ref1, ref2, ref3, ref4, ref5 hired as Greensill adviser ref1, ref2 lends credibility to Greensill ref1 and Lex ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9 and Mohammed Bin Salman ref1 and the pharmacy plan ref1 role at Greensill during the Covid-19 pandemic ref1 and The Bond and Credit Company ref1 Cameron, Samantha ref1 Cameron administration ref1, ref2 Cantor Fitzgerald ref1, ref2, ref3 Carillion ref1, ref2 ‘early payment facility’ ref1 Carlyle Group ref1 Carna ref1 Carnell, Kate ref1, ref2 Carney, Mark ref1 Carrington ref1 Carson Block ref1 Carusillo, Mickey ref1 Casey, Dame Louise ref1 ‘cash-less rolls’ ref1 Catfoss group ref1, ref2, ref3 central banks ref1 Chap (magazine) ref1 Charles, Prince ref1, ref2, ref3, ref4 Chase Manhattan ref1 CHBG Limited ref1 Chehaoduo ref1, ref2 Chelsea Group ref1 Chelsea Village ref1 Chicago Police Pension Fund ref1 Chilean mining ref1 Chubb ref1 Chuk ref1 CIMIC ref1, ref2 Citibank ref1 Citigroup ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9, ref10, ref11, ref12, ref13 City, the ref1 Clarke, Tracy ref1 Clearbrook Capital ref1 Cleland, Robert ref1, ref2, ref3, ref4, ref5, ref6, ref7 coal mining ref1, ref2, ref3 Coca-Cola ref1, ref2 CoFace ref1 Comerford, Robert J. ref1, ref2 Commerzbank ref1 Companies House ref1, ref2, ref3, ref4 Confederation of British Industry (CBI) ref1 Conservative government ref1, ref2 Copenhagen ref1 Coronavirus Business Interruption Loan Scheme (CBILS) ref1, ref2 Coronavirus Large Business Interruption Loan Scheme (CLBILS) ref1, ref2 corporate espionage ref1, ref2, ref3, ref4 Coupe, Mike ref1 Covid-19 Corporate Financing Facility (CCFF) ref1, ref2 Covid-19 pandemic ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9, ref10, ref11 government loan schemes ref1, ref2, ref3, ref4, ref5 restrictions ref1, ref2, ref3, ref4 Crain’s (magazine) ref1 Credit Suisse ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8 and the Covid-19 pandemic ref1 and Greensill Capital ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9, ref10, ref11, ref12, ref13, ref14, ref15, ref16, ref17, ref18, ref19, ref20, ref21, ref22, ref23, ref24, ref25, ref26, ref27, ref28, ref29, ref30, ref31, ref32, ref33 and Sanjeev Gupta ref1 Crothers, Bill ref1, ref2, ref3, ref4, ref5, ref6, ref7 Crown Representatives programme ref1 Cunliffe, Sir Jon ref1 CWB ref1 de Botton, Alain ref1 de Botton, Gilbert ref1 de la Rue, Tom ref1 Deal Partners ref1, ref2, ref3 Degen, Michel ref1, ref2, ref3 Dell ref1 Deloitte ref1, ref2, ref3, ref4, ref5 Demica ref1 Department for Business, Energy and Industrial Strategy ref1, ref2 Department of Environment, Food and Rural Affairs ref1 Department of Health ref1 Department of Health and Social Care ref1 Department of Work and Pensions ref1 Deutsche Bank ref1, ref2, ref3, ref4, ref5, ref6 Deutsche Börse ref1 Doordash ref1 Doran, James ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9, ref10, ref11, ref12 dotcom boom ref1, ref2 Dow Jones ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9, ref10, ref11 Downes, Brett ref1, ref2, ref3, ref4, ref5 Dragon Technology ref1, ref2, ref3 Eadie, Al ref1 Earnd ref1, ref2, ref3, ref4 Ecclestone, Bernie ref1 Edelman ref1 1860 Munich ref1 Ellis, Brett Easton, American Psycho ref1 Enterprise Investment Schemes (EISs) ref1 equity warrants ref1 Ernst & Young ref1 see also EY Euler Hermes ref1, ref2 European Banking Association ref1 Ewing, Fergus ref1 EY ref1, ref2 see also Ernst & Young Eyjafjallajökull ref1 factoring ref1, ref2, ref3 see also supply chain finance Fair Financial ref1, ref2, ref3 Fairmac Reality ref1 Fairymead ref1 Fan, Colin ref1, ref2, ref3, ref4 Farrell, Maureen ref1 FCA see Financial Conduct Authority ‘fee ramp agreements’ ref1 Feeney, Chuck ref1 Ferrin, Ronald ref1 Fidelity ref1 5th Finger ref1 Finacity ref1 Financial Accounting Standards Board ref1 Financial Conduct Authority (FCA) ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9, ref10 Skilled Persons Reviews ref1, ref2 financial crisis 2008 ref1, ref2, ref3, ref4 aftermath ref1, ref2, ref3 and central banks ref1 and fintechs ref1 tougher regulations following ref1, ref2 Financial News (banking publication) ref1, ref2, ref3, ref4, ref5, ref6 Financial Reporting Council ref1 Financial Times (newspaper) ref1, ref2, ref3, ref4, ref5, ref6, ref7 Finews (Swiss news site) ref1 ‘fintechs’ ref1, ref2, ref3, ref4, ref5, ref6 Fitch ref1 ‘flash title’ ref1 Fleetsolve ref1 Food Revolution Group ref1 Forbes (magazine) ref1 Ford ref1 Ford, Bill ref1 Formula One ref1 ‘Four Eyes Principle’ ref1 FreeUp ref1, ref2 Friedman, Alex ref1, ref2, ref3, ref4, ref5, ref6, ref7 Galligan, Shane ref1, ref2 GAM Greensill Supply Chain Finance fund (GGSCF) ref1, ref2 Gapper, John ref1 Garrod, Neil ref1, ref2, ref3, ref4, ref5 GBM Banca ref1 General Atlantic (GA) ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9, ref10, ref11, ref12, ref13, ref14, ref15, ref16, ref17, ref18, ref19, ref20 General Mills ref1, ref2, ref3 Gentleman’s Journal (magazine) ref1 German Deposit Protection Authority ref1 Global Asset Management (GAM) ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9, ref10, ref11, ref12, ref13, ref14, ref15, ref16, ref17, ref18, ref19, ref20, ref21, ref22, ref23, ref24, ref25, ref26 Absolute Return Bond Fund (ARBF) ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9 regulators ref1 Global Supply Chain Finance Forum ref1 Global Trade Review (trade finance publication) ref1 Goldman Sachs ref1, ref2 Gorman, John ref1, ref2, ref3, ref4, ref5 Gottstein, Thomas ref1, ref2 government loans ref1, ref2, ref3, ref4, ref5 ‘GovTech’ firms ref1 Grant Thornton ref1, ref2, ref3, ref4, ref5 Gray, Sue ref1 Green, Philip ref1, ref2 Greenbrier hotel ref1 Greene, Stephen ref1 Greensill, Alexander ‘Lex’ David ref1, ref2, ref3, ref4 ambition ref1, ref2, ref3, ref4, ref5 ascent ref1 Australian property investments ref1, ref2 Australian tax obligations ref1 awards ref1, ref2, ref3 CBE ref1, ref2, ref3 birth ref1 and Carillion ref1 celebrity status ref1 childhood ref1, ref2 at Citigroup ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9 on the Crown Representatives programme ref1 CV ref1 and Daniel Sheard ref1 and David Cameron ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9 directorships ref1 double down strategy ref1, ref2 and Downes ref1 dresses the part ref1, ref2, ref3, ref4 and Duncan Mavin ref1, ref2, ref3, ref4, ref5, ref6 eager to own bank ref1, ref2 education ref1 legal studies ref1 MBA at the Alliance Manchester Business School ref1, ref2, ref3, ref4, ref5, ref6 and 5th Finger ref1 and Greensill Bank AG (formerly NoFi) ref1 and Greensill Capital ref1, ref2, ref3, ref4 acquisitions ref1, ref2 aircraft leasing deals ref1 attempts to raise emergency finance ref1, ref2, ref3 avoids toughest regulators ref1 BaFin probe ref1 Bluestone ref1, ref2 BSi ref1 Covid-19 pandemic ref1, ref2, ref3 Credit Suisse involvements ref1, ref2, ref3, ref4 demise ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8 Dragon Technology ref1 expansion ref1, ref2, ref3 ‘flak’ (PR advisers) ref1 General Atlantic ref1, ref2, ref3, ref4, ref5, ref6 Global Asset Management ref1, ref2, ref3, ref4, ref5 harmful effect of SCF on small businesses ref1 insurance ref1, ref2, ref3 malpractice ref1 multi-obligor programmes ref1 National Health Service venture ref1, ref2 new category of loans ref1 payroll finance ref1 perilous state ref1 premier ref1, ref2, ref3, ref4, ref5 sells company private jets ref1 Softbank dealings ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9 start-up ref1, ref2, ref3, ref4, ref5 Tower Trade ref1 Tradeshift Networks ref1, ref2 and Jeremy Heywood ref1 and John Gorman ref1 legal work ref1 marriage ref1 and Masayoshi Son ref1, ref2, ref3, ref4, ref5 mentors ref1 mission statement, ‘helping out the little guy’ ref1 and Mohammed Bin Salman ref1 at Morgan Stanley ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9, ref10, ref11, ref12 remuneration ref1 moves to the UK ref1, ref2 at OzEcom ref1 and politics ref1, ref2, ref3, ref4, ref5 ‘rewilding’ project ref1 risk-taking ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9, ref10, ref11, ref12 and Sanjeev Gupta ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9, ref10 and Saudi Arabia ref1 sits on Bank of England committee on SCF ref1 skiing ref1 spending ref1, ref2, ref3, ref4, ref5, ref6 takes loan from the Greensill family ref1 and Tim Haywood ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9, ref10 at TRM ref1, ref2 wealth ref1 billionaire status ref1, ref2 hits the big time ref1, ref2 Greensill, Andrew (Lex’s brother) ref1 Greensill, Judy (Lex’s mother) ref1, ref2, ref3, ref4, ref5 Greensill, Lloyd (Lex’s father) ref1, ref2, ref3 Greensill, Peter (Lex’s youngest brother) ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9, ref10 Greensill, Roy (Lex’s grandfather) ref1, ref2 Greensill, Victoria (Lex’s wife) ref1, ref2 Greensill Bank AG (formerly NoFi) ref1, ref2, ref3, ref4, ref5, ref6, ref7 and the Atlantic 57 loan ref1, ref2 and the BaFin probe ref1, ref2, ref3, ref4 and the end ref1, ref2 and General Atlantic ref1 and government loans ref1 and Gupta ref1, ref2, ref3, ref4, ref5, ref6, ref7 private aircraft ref1 regulation ref1 and Softbank ref1, ref2 technology ref1 and trade credit insurance ref1, ref2 whistle-blower at ref1 Greensill Capital ref1, ref2 aircraft leasing deals ref1 allegations of corruption at ref1 and the Atlantic 57 loan ref1, ref2, ref3, ref4, ref5 avoids toughest regulators ref1 and the BaFin probe ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9 and Bill Crothers ref1 billion dollar plus valuation ref1 and Bluestone ref1, ref2, ref3, ref4, ref5 and BSi ref1 business cards ref1, ref2 cash burner ref1 client list ref1 collapse ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9, ref10 corporate events ref1 corporate governance ref1, ref2, ref3, ref4, ref5, ref6, ref7 and the Covid-19 pandemic ref1, ref2, ref3, ref4, ref5, ref6 and Credit Suisse ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9, ref10, ref11, ref12, ref13, ref14, ref15, ref16, ref17, ref18, ref19, ref20, ref21, ref22, ref23, ref24, ref25, ref26, ref27, ref28, ref29, ref30, ref31, ref32, ref33 Credit Suisse’s investigation into ref1, ref2, ref3 crisis mounts ref1, ref2, ref3 and David Cameron ref1, ref2, ref3, ref4, ref5, ref6, ref7 and David Solo ref1, ref2, ref3 defaults ref1, ref2 and Dragon Technology ref1 early backers ref1 early struggles ref1, ref2 evergreen loans ref1 ‘everyone wins’ pitches ref1 expansion ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9 external public relations ref1, ref2 EY investigation into ref1 fault lines ref1 as ‘fintech’ company ref1, ref2 fraud and misconduct allegations ref1 and General Atlantic ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9, ref10, ref11, ref12, ref13, ref14, ref15 and Global Asset Management ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9, ref10, ref11, ref12, ref13, ref14, ref15, ref16, ref17, ref18, ref19, ref20, ref21, ref22 gossipy culture ref1 and Greensill Bank ref1 and Griffin Coal ref1 and Gupta/Gupta Family Group ref1, ref2, ref3, ref4, ref5, ref6, ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9, ref10, ref11, ref12, ref13, ref14 harmful impact on small businesses ref1 headquarters on the Strand ref1 ‘High Risk Franchise Names’ document ref1 hits the big time ref1, ref2 illiquid investments ref1 insolvency ref1, ref2 investment protection ref1 investors abandon ref1, ref2 IPO ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8 and John Gorman ref1 and Katerra ref1 and the Lagoon Park SPV ref1 launch ref1, ref2 lavish spending at ref1, ref2, ref3, ref4 Lex’s claims about ref1 liquidity ref1, ref2 and Lloyds ref1 loan book ref1 losses ref1 and Maurice Thompson ref1 Morgan Stanley employees ref1 and the NHS ref1, ref2, ref3 obligors ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8 offices ref1, ref2, ref3 and payroll finance ref1 and Pemex ref1 perilous state ref1 and the pharmacy plan ref1 pre-IPO funding (‘Project Olive’) ref1, ref2, ref3, ref4, ref5 profitability issues ref1, ref2, ref3, ref4, ref5, ref6 ‘reasonably permanent’ funding ref1 reducing the early risks of using ref1 remuneration ref1, ref2, ref3 retrenchment ref1, ref2 risk team ref1, ref2 risky ventures ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8 and Roland Hartley-Urquhart ref1 and Saudi Arabia ref1 as ‘shadow bank’ ref1 and SoftBank ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9, ref10, ref11, ref12, ref13, ref14, ref15, ref16, ref17, ref18, ref19, ref20, ref21, ref22, ref23, ref24 SPAC talks ref1 start-up style management ref1, ref2 takes loan from the Greensill Capital family ref1 technology ref1, ref2, ref3, ref4 and Tim Haywood ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9, ref10 and Tower Trade ref1, ref2, ref3 and trade credit insurance ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9, ref10, ref11, ref12 ‘Unicorn’ status ref1 and the US capital markets ref1 whistle-blower allegations emerge ref1 and the Wickham SPV ref1 Greensill Corporation Pty ref1 Greensill Farming Group ref1, ref2, ref3, ref4, ref5 Greensill Trust ref1 Grenda Investments ref1 Griffin Coal ref1, ref2 Gross, Bill ref1 Guazi ref1 Gulf Petrochem (GP Global) ref1 Gupta, Nicola ref1 Gupta, Sanjeev ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9, ref10, ref11, ref12, ref13, ref14, ref15, ref16, ref17 Australian property ref1 and Bluestone ref1 and the demise of Greensill ref1, ref2, ref3, ref4 and German steel ref1 and Grant Thornton ref1 and Greensill Bank ref1 Gupta Family Group (GFG) ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9, ref10, ref11 and Bluestone ref1 and government loans ref1 and Greensill ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9, ref10, ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9, ref10, ref11 and Greensill Bank ref1 Guttridge, Jane ref1, ref2 Guy, Toby ref1 Gymshark ref1 Haas, Lukas ref1, ref2, ref3, ref4, ref5 Hambro, Jay ref1 Hanafin, Dermot ref1 Hanafin, Sean ref1, ref2, ref3, ref4, ref5 Harris, Piers ref1 Harry, Prince ref1 Hart ref1 Hartley-Urquhart, Roland ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9, ref10 Havens, John ref1, ref2 Haywood, Tim ref1, ref2, ref3, ref4, ref5, ref6, ref7, ref8, ref9, ref10, ref11, ref12, ref13, ref14, ref15, ref16, ref17, ref18 Henkel ref1 Hewlett Packard ref1 Heywood, Jeremy ref1, ref2, ref3 Highways Agency ref1 HM Revenue & Customs ref1 HM Treasury ref1, ref2, ref3, ref4 Hobday, Neil ref1, ref2, ref3, ref4 Holmes, Elizabeth ref1 House of Lords ref1 HSBC ref1, ref2, ref3, ref4, ref5 Huawei ref1, ref2, ref3 Hutton Inquiry ref1 IAG see Insurance Australia Group ICBC Standard Bank ref1 Indonesia ref1 Industrial Cadets ref1 Inflexionpoint ref1 ING ref1 Insurance Australia Group (IAG) ref1, ref2, ref3 International Chamber of Commerce ref1 Intrepid Aviation ref1 ‘Iran Notices’ ref1 Iraq, UN weapons inspectors ref1 Isle of Dogs ref1 Jacob, David ref1, ref2, ref3 Jahama Highland Estates ref1 Jain, Anshu ref1 Jakarta ref1 Jardine Matheson ref1 Johnson, Boris ref1 Jones, Karen ref1 J.P.

Working the Street: What You Need to Know About Life on Wall Street
by Erik Banks
Published 7 Feb 2004

Working The Street ALSO BY ERIK BANKS The Financial Lexicon, Palgrave Macmillan, 2004. Liquidity Risk. Palgrave Macmillan, 2004. The Failure of Wall Street. Palgrave Macmillan, 2004. The Credit Risk of Complex Derivatives, 3rd edition. Palgrave Macmillan, 2003. Corporate Governance. Palgrave Macmillan, 2003. Alternative Risk Transfer. John Wiley, 2004. Exchange-Traded Derivatives. John Wiley, 2003. The Simple Rules of Risk. John Wiley, 2002. e-Finance. John Wiley, 2000. The Rise and Fall of the Merchant Banks. Kogan Page, 1999. The Credit Risk of Complex Derivatives, 2nd edition. Macmillan, 1997.

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Imagine that two otherwise identical and qualified candidates deliver their resumes: one indicates that she’s taken Principles of Corporate Finance and Advanced Cost Accounting, has done a semester abroad at the Sorbonne to improve her conversational French, and is president of the local chapter of the accounting club; the other indicates that she just completed a research paper showing Keynes had it all wrong, that her particular hobby is determining how Trollope’s mid-nineteenth century novels can give us all lessons on improving corporate governance, that she trains rescue dogs in her free time, and that she has run the Sahara ultramarathon. Who’s going to get the first (and maybe only) call to come in for a chat? Think about it, and try to make a difference when presenting yourself. LEAVE YOUR ATTITUDE AT HOME Once you’ve managed to interest someone in your background—by tapping your contacts and showing them something creative—you’ll be set for 2 0 | W o r k i n g t h e St r e e t your interviews.

The New Class War: Saving Democracy From the Metropolitan Elite
by Michael Lind
Published 20 Feb 2020

In early editions of The New Industrial State I was among those in default.”6 While Burnham and Galbraith included engineers and scientists in the new elite, they were not describing a technocracy like the utopian “soviet of technicians” hoped for by the maverick economist Thorstein Veblen.7 The most important managers are private and public bureaucrats who run large national and global corporations, government agencies, and nonprofit organizations. They exercise disproportionate influence in politics and society by virtue of their institutional positions in large, powerful bureaucracies. Some are independently wealthy, but most are salaried employees or fee-earning professionals. Most of today’s billionaires were born into this university-educated, credentialed, bureaucratic upper middle class, and their heirs tend to disappear back into it in a generation or two.

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Micheline Maynard, “The UAW Is Losing Its Grip on Auto Industry Labor,” Forbes, February 20, 2014; David Welch and Nacha Cattan, “How Mexico’s Unions Sell Out Autoworkers,” Bloomberg, May 5, 2017. 14. See, for example, Sapna Jain, “Can We Keep Meatpacking Companies Accountable for Hiring Undocumented Immigrants?” Emory Corporate Governance and Accountability Review 3, 2016, pp. 157–69. 15. Kate Bronfenbrenner, Uneasy Terrain (Ithaca, NY: ILF Collection, 2000). 16. Milton Friedman, “What Is America,” lecture at Stanford University, quoted in Judith Gans, Elaine M. Replogle, and Daniel J. Tichenor, eds., Debates on U.S.

Them And Us: Politics, Greed And Inequality - Why We Need A Fair Society
by Will Hutton
Published 30 Sep 2010

Fortune magazine voted it one of the ten best firms to work for in Europe, based on its commitment to equality, participatory governance, customer satisfaction and high-powered, innovatory management.35 In marked contrast, CEOs who have too much power tend to take a larger slice of the company’s profits in their own salary – and this is an accurate predictor of poor performance. One study found that the more a CEO is paid, the more he will overpay for acquisitions. Moreover, the system of corporate governance and accountability will be weaker, which will allow him to drive through higher pay deals for himself – either in terms of kindly priced share options or performance criteria that reward his good luck in running the company when wider trading conditions are good.36 Too much executive pay signals too much CEO power, and a company that is losing its way.

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He was ‘very distressed’ at the ‘flaw in his thinking’, he acknowledged to a congressional committee in autumn 2008, and also accepted that the derivatives purporting to insure against risk had got out of hand and that regulation (which he had opposed) would have been preferable. The fiction is that shareholders have any genuine control over what company managements do. Corporate governance in both Britain and the United States is notoriously weak.42 In any case, Professors Lucian Bebchuk and Holger Spamann of Harvard Law School argue that even if shareholders did assert their interests and demanded long-term strategic behaviour, there is no reason to believe that the banks would avoid risky, asymmetric activities.43 Shareholders can benefit more from large gains than they can lose from large losses of a similar magnitude.

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We need an understanding of markets, especially in the context of the high uncertainty of introducing a new innovation, that does not presume some unattainable, utopian vision and does not lose faith in the market process. Modern market economies are more complicated than trading nuts for berries. The state simply must enter the economic frame. And its first task should be to address the failures in finance, ownership and corporate governance. But the state also needs to reconceive itself. If there is a new iterative relationship between new consumers and new producers in a knowledge economy that is beset by imperfect information, there is also a new iterative relationship between state and citizen. The state has to open up. It has to delegate.

The Enlightened Capitalists
by James O'Toole
Published 29 Dec 2018

Bradshaw explained the decision to entrust professionals with what theretofore had been an executive task: “Corporate officers are not chosen for their skills in judging [public]-sector needs or in giving money away—quite the contrary.”4 Beginning in the early 1970s, Arco moved positively on many social fronts: building a new headquarters in rapidly decaying downtown Los Angeles when other major businesses were fleeing to the suburbs; initiating a carpooling program used by 60 percent of its employees; becoming the first major corporation to offer health and other benefits to same-sex partners of employees; donating $1 million to the Nature Conservancy to enable the purchase of Santa Cruz Island off the coast of California to create a nature preserve; removing its advertising from a thousand billboards to help end visual pollution; and sponsoring Town Hall Los Angeles, a forum for serious, nonpartisan discussion of the city’s many urban problems. Bradshaw also worked to make Arco a model of good corporate governance, appointing a board composed of all but two outside members, and pioneering in the inclusion of women and minority directors. When the company’s reputation for social responsibility was at its peak, Bradshaw launched several initiatives to keep its managers from succumbing to smugness and complacency.

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That remarkable phenomenon is an exercise in either collective delusion or willful ignorance. For as legal scholar Stout documented, the oft-stated principle that the law requires directors to maximize shareholder value is nowhere to be found in American law, nor has the principle ever been cited by the Delaware court that hears the preponderance of cases relating to corporate governance. Yet the notion that corporations exist to maximize shareholder profit is unquestioningly accepted by most lawyers, law professors, investors, corporate executives, and business journalists, along with professors of economics, finance, and accounting in both the United States and the United Kingdom.

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The findings of researchers who have attempted to answer that question have been mixed—although there is some rather unsettling evidence that sin investing (in the stock of gambling, alcohol, and tobacco firms) pays rather handsomely.29 Until those questions are answered definitively, it is unlikely there will be a great rush among the majority of investors to risk their money on virtue. Nonetheless, in 2015 CalPERS (the California Public Employees’ Retirement System) announced that it would actively press companies whose stocks it held to emphasize environmental issues, workplace diversity, and good corporate governance. The fund’s board deleted a sentence in its charter that had stated it should focus its investment strategy on companies that optimized “performance, profitability, and returns to share owners,” replacing it with a section acknowledging the need to invest in companies engaged in “responsible conduct” with regard to the environment, climate change, and “social” factors such as fair labor practices and board diversity.

Capitalism 3.0: A Guide to Reclaiming the Commons
by Peter Barnes
Published 29 Sep 2006

Among them are: • A series of ecosystem trusts that protect air, water, forests and habitat; • A mutual fund that pays dividends to all Americans—one person, one share; • A trust fund that provides start-up capital to every child; • A risk-sharing pool for health care that covers everyone; • A national fund based on copyright fees that supports local arts; • A limit on the amount of advertising. The final part of the book explains how we can get to Capitalism 3.0 from here, how the models can work, and what you and I can do to help. The dramatis personae throughout the book are corporations, government, and the commons. The plot goes something like this. As the curtain rises, corporations are gobbling up the commons. They’re the big boys on the block, and the commons—an unorganized mélange of nature, community, and culture—is the constant loser. It has no property rights of its own, so must rely on government for protection.

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In reality, pension funds have come to play a larger role in capital markets, but ironically, it’s usually as the swing votes when raiders seek to take over underperforming corporations. In these situations, the pension funds often vote with raiders to enhance stockholder value. Recently, pension funds have also pushed for improvements in corporate governance. But pension fund trustees are hardly sans culottes in pinstripes. They’re tightly bound by their fiduciary responsibility to retirees, and must seek the highest rates of return or face reprisal from the U.S. Labor Department, which oversees them. It would be a luscious irony if capital markets could become a check on runaway capitalism.

The Second Curve: Thoughts on Reinventing Society
by Charles Handy
Published 12 Mar 2015

To do less would indicate that they judged the performance unsatisfactory, which they would only do in extreme circumstances. The result is, inevitably, a constantly rising average, unrelated to any world beyond the one they know. It is the perfect self-validating system, impervious to outside influence. Should outsiders be included? You might think so but that would require a change to the rules of corporate governance which, of course, are set by the board itself. We do not grudge successful sports stars or entrepreneurs their earnings, which we attribute to their special skills. The irony is that neither the sports hero nor the entrepreneur does it for the money. They do it because they love it and are good at it.

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Nor will competition solve the problem; it might even make it worse in a winner-takes-all world, making the successful even richer. We need, instead, to start at the beginning, where the wealth is created, to look to the institutions, to the way they are designed and governed, to citizen companies and profit-sharing rather than arbitrary bonuses, to better corporate governance, to improved education and, perhaps, to trade unions reinvented as professional organisations, the last especially. We miss the countervailing power of the trade unions, who have stuck to their old power bases in the large organisations, now mainly confined to the public sector, and seem to ignore the opportunities open to them as the champions of the self-employed and the proprietors of small businesses, the new and growing workforce.

The Raging 2020s: Companies, Countries, People - and the Fight for Our Future
by Alec Ross
Published 13 Sep 2021

Stephen Lerner, an organizer and fellow at Kalmanovitz Initiative for Labor and the Working Poor at Georgetown University, said work councils sometimes favor their own company’s employees over the interests of workers across the industry. To strike a balance, you need both internal and external groups advocating for workers. Germany was the first to develop this system of employee participation in company decision-making. Though many European states have adopted similar corporate governance structures, the system is still known as the German model. While labor relations in the United Kingdom and United States have been “historically adversarial,” countries with strong unions and worker representation have found a “far more consensual approach” to conducting business, said Douglas Alexander.

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Rural populations are shrinking: Eduardo Porter, “The Hard Truths of Trying to ‘Save’ the Rural Economy,” New York Times, December 14, 2018, https://www.nytimes.com/interactive/2018/12/14/opinion/rural-america-trump-decline.html; Brakkton Booker, “Report: Rural Poverty in America Is ‘an Emergency,’” NPR, May 31, 2018, https://www.npr.org/2018/05/31/615578001/report-rural-poverty-in-america-is-an-emergency; “Americans in Rural Areas More Likely to Die by Suicide,” Centers for Disease Control and Prevention, press release, October 5, 2017, https://www.cdc.gov/media/releases/2017/p1005-rural-suicide-rates.html. Senior executives saw their pay: Brian Cheffins, “Stop Blaming Milton Friedman!,” Harvard Law School Forum on Corporate Governance, April 16, 2020, https://corpgov.law.harvard.edu/2020/04/16/stop-blaming-milton-friedman/. between 1997 and 2014: Gustavo Grullon, Yelena Larkin, and Roni Michaely, “Are US Industries Becoming More Concentrated?,” Review of Finance 23, no. 4 (July 2019): 697–743, https://doi.org/10.1093/rof/rfz007.

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Solomon fought to ensure: Jena McGregor, “Goldman Sachs Says It Wants Half of Its Entry-Level Recruits to Be Women,” Washington Post, March 18, 2019, https://www.washingtonpost.com/business/2019/03/18/goldman-sachs-says-it-wants-half-its-entry-level-recruits-be-women/. Certain energy companies: Gregg Lemkau, interview with Alec Ross, June 2, 2020. All interviews not otherwise cited were conducted by Alec Ross in 2020. Women fill just 20 percent: Subodh Mishra, “U.S. Board Diversity Trends in 2019,” Harvard Law School Forum on Corporate Governance, June 18, 2019, https://corpgov.law.harvard.edu/2019/06/18/u-s-board-diversity-trends-in-2019/. In 2020, Jeff Bezos: Karen Weise, “Jeff Bezos Commits $10 Billion to Address Climate Change,” New York Times, February 17, 2020, https://www.nytimes.com/2020/02/17/technology/jeff-bezos-climate-change-earth-fund.html.

The Startup Way: Making Entrepreneurship a Fundamental Discipline of Every Enterprise
by Eric Ries
Published 15 Mar 2017

The areas that real data can affect are limitless, ranging from public safety to health care to global affairs. As Todd Park has said, “If you are in these spaces and do not know this stuff is available, then it’s like being in the navigation business and not knowing that GPS exists….Entrepreneurs can turn open data into awesomeness.”29 CAPITAL MARKETS, CORPORATE GOVERNANCE, AND SHORT-TERMISM Recently, I met the investment officer in charge of a large insurance company’s investment portfolio. Because the company offers insurance contracts that mature over decades and centuries, they naturally have a long-term perspective on investing. When I inquired about how they invest assets, the investment officer surprised me by revealing that only a small percentage of their portfolio is invested in public securities.

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THE LONG-TERM STOCK EXCHANGE When I was writing The Lean Startup in 2010, I did a lot of research on Toyota. Everything I read made it clear that the foundation of the company’s success is its philosophy of long-term thinking, which is made possible by its particular (and, by modern standards, unusual) corporate governance structure. Not coincidentally, it’s the same kind of thinking that, as I’ve said elsewhere here, undergirds successful CEOs like Jeff Bezos, and the philosophy of investors like Warren Buffett and Andreessen Horowitz. As I went about my work in those years, I kept thinking about that philosophy, and about the fact that what I really recommended in The Lean Startup, alongside all the catchy lingo and early days of startup excitement, was that people should try to emulate Toyota by building companies that will last decades or even centuries.

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And so, a few years ago I decided to take that idea on myself by creating a company that would embody the new principles. It’s called the Long-Term Stock Exchange (LTSE). The Long-Term Stock Exchange is a national securities exchange that uses its listing standards to change incentives for managers and investors to be more long term. We weight corporate governance power toward long-term investors, who have more of a say than short-term investors. We reform executive compensation to make sure that managers are aligned with their investors over the long term, and we make a number of disclosure and good governance reforms that allow companies to focus on the fundamentals instead of managing to the quarter.

King Icahn: The Biography of a Renegade Capitalist
by Mark Stevens
Published 31 May 1993

If an investor is willing to pay the shareholders a premium for their stock, on what grounds—besides its own self-preservation—should management be spending corporate funds to match or exceed that premium? Icahn labeled the management buy-back a “scheme” and an “illegal tender offer,” and a Barron’s editorial called management’s actions “another heavy blow to sound corporate governance.” At the same time that Icahn and Dan River were trading blows, executives with the investment banking firm of Kelso & Company were meeting in Atlanta with a local associate. Founded by San Francisco lawyer Louis O. Kelso, the firm had emerged as a major force in promoting and structuring leveraged buyouts through so-called Employee Stock-Ownership Plans.

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“Without it, he would look like a self-interested raider scheming to put a plan—any plan—in place so that he could buy the company on the cheap. Even though our plan contained some important governance issues, Carl preferred his own version because it went further, making it easier for the shareholders to call meetings and to vote as a group on corporate matters. You could think of Carl’s plan as a corporate governance wish list.” When the committee voted, the first tally resulted in a tie with two members abstaining. The group apparently deadlocked, it was up to Norris—who, as a chairman, had also abstained on the first go-round—to break the tie. At first Norris resisted, throwing the decision back to the committee by asking the other who had abstained to cast their votes.

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Considering this lineage, the family had a personal as well as a financial stake in the company. But Icahn, always focused on the numbers, found that difficult to fathom. “At one point, Carl said, ‘Why don’t you like me?’” Norris recalled. “‘I never said I don’t like you,’ I answered. ‘We both have similar desires for change in corporate governance rules but we have different bottom lines. Texaco has 52,000 employees and I want the company to remain viable, in apart for them. But you’ll come in here and rape the company.’ “Carl answered: ‘I’m not going to do that. If that’s what I wanted, I’d have to raise $13 billion and that would take me months.’

Boom and Bust: A Global History of Financial Bubbles
by William Quinn and John D. Turner
Published 5 Aug 2020

They were also concerned about a slowing economic growth rate (7.4 per cent in 2014 and 6.9 per cent in 2015) and the threat that this posed to their political legitimacy and stability.24 To address these issues, the authorities engaged in further stimulus by engineering another stock market bubble. First, at the third plenum of the 18th Communist Party Conference in November 2013, President Xi announced plans to liberalise the banking system and stock market in order to give market allocation a decisive role. These plans largely consisted of overhauling corporate governance at public companies and 199 BOOM AND BUST reducing the role of local government in running them.25 The government then reformed the stock market to reduce trading costs and encourage companies to seek a stock market listing.26 It also set up the Shanghai–Hong Kong Connect, introduced in November 2014, which effectively invited foreign investors to invest in China.

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Dowd (ed.), The Experience of Free Banking, London: Routledge, 1992. Duffy, D. and O’Hanlon, N. ‘Negative equity in the Irish housing market: estimates using loan level data’, ESRI Working Paper, No. 463, 2013. Dyck, A. and Zingales, L. ‘The bubble and the media’, in P. Cornelius and B. Kogut (eds.), Corporate Governance and Capital Flows in a Global Economy, New York: Oxford University Press, 2002. Eatwell, J. ‘Useful bubbles’, Contributions to Political Economy, 23, 35–47, 2004. Edwards, G. W. ‘Government control of foreign investments’, American Economic Review, 18, 684–701, 1928. Eichengreen, B. Golden Fetters: The Gold Standard and the Great Depression, 1919–1939, New York: Oxford University Press, 1992.

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‘The real estate bubble in Spain has been pumped up by all of us’, The IEB International Journal of Finance, 2, 2–11, 2011. Munoz, S. F. and Cueto, L. C. ‘What has happened in Spain? The real estate bubble, corruption and housing development: a view from the local level’, Geoforum, 85, 206–13, 2017. Murphy, A. E. ‘Corporate ownership in France: the importance of history’ in R. K. Morck (ed.), A History of Corporate Governance around the World: Family Business Groups to Professional Managers, University of Chicago Press, 2005. Murphy, A. E. John Law: Economic Theorist and Policy-maker, Oxford: Clarendon Press, 1997. Murphy, R. T. The Real Price of Japanese Money, London: Weidenfeld and Nicolson, 1996. Nakaso, H.

The Billionaire's Apprentice: The Rise of the Indian-American Elite and the Fall of the Galleon Hedge Fund
by Anita Raghavan
Published 4 Jun 2013

The fact remained that Gupta had to choose the lesser of two negatives. Then Bryan and Gupta worked out what they would say when the corporate governance and nominating committee of the Goldman board met in two days. Shortly before 8 a.m. on Friday, March 5, Bryan, Gupta, and seven other members of the corporate governance committee filed into the investment bank’s light-wood-paneled boardroom on the thirtieth floor of its 85 Broad Street headquarters building. Blankfein, as part of Goldman’s management team, was not a member of the corporate governance committee, which comprises independent directors, but that morning Blankfein was present.

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He had a pied-à-terre in the Century Building, next door to Blankfein’s more palatial pad at 15 Central Park West.) Whenever Blankfein encountered board members he would give them an update on the state of the world at Goldman Sachs. He saw it as his job as chief executive to keep his board abreast of developments at the firm. In his mind, it was good corporate governance 101. And it was all the more important in the fall of 2008, when the financial markets were so tempestuous that Goldman could be making money one day and losing it the next. In September alone, an unusually trying period, Blankfein spoke with his board as a group half a dozen times. On October 23, 2008, about eight or nine weeks into Goldman’s fourth quarter, Blankfein decided he needed to update Goldman’s board of directors on the investment bank’s financial performance.

Nerds on Wall Street: Math, Machines and Wired Markets
by David J. Leinweber
Published 31 Dec 2008

Quality of Governance and SEC Text Of course it is possible, and generally a good idea, to consider content as well. The SEC provides a rich source for this approach. Companies’ 8-K filings are for “extraordinary events,” including resignations of officers and directors, mergers, acquisitions, and changes in capital structure. Financial research has shown that better quality of corporate governance is associated with better returns. Automated extraction tools are capable of monitoring directors’ activities, audit reports, and legal troubles. When a specialized spider goes beyond retrieving information and scans it for content, it acts as an early warning Nerds on Wall Str eet S&P 1500 Stocks Relative to S&P 1500 Index Cumulative Abnormal Return
0.02 0.00 0.02 0.04 54 Best 2 3 4 Worst Governance Quality Index Quintile Figure 2.14 Cumulative Abnormal Return (CAR) over 2002.

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Source: David Leinweber and Jacob Sisk, unpublished work, 2003. system for events that may show up in tomorrow’s paper, or next week’s. Thinly followed firms may not show up in the news at all. But they do show up in investment performance. When information extracted from SEC filings for the S&P 1500 is combined to rank corporate governance and relate it to stock returns, the picture is remarkable. As seen in Figure 2.14, companies ranked in the top 20 percent using measures of board stability outperformed companies in the worst 20 percent by over 7 percent in 2002 alone. This is the Heidi Klum of bar charts; it looks so perfect that one suspects something odd or artificial is going on, like graphing the row numbers.

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With nearly 10,000 publicly traded companies, and given the reduction in research coverage for companies outside the large indexes, the collective set of financial analysts and reporters are hard-pressed to follow them all on a timely basis. The Text Fr ontier 221 Quality of Governance and Molecular SEC Search Another example of molecular search can be used to test the idea that better quality of corporate governance is associated with better returns. In the previous example, the related filing entities were extracted from the primary firms’ 10-Ks, and the full set of filings collected. In a similar vein, we can extract the names of members of the board of directors from the 10-Ks of all filing firms, and then count up the number of boards each director sits on.

The End of Power: From Boardrooms to Battlefields and Churches to States, Why Being in Charge Isn’t What It Used to Be
by Moises Naim
Published 5 Mar 2013

After all, a lost election can always be won back, but new rules change the game.4 Ultimately, barriers to power are the obstacles that stop new players from deploying enough of the muscle, the code, the pitch, and the reward, or some combination thereof, to gain a competitive hold; and, conversely, that allow incumbent companies, parties, armies, churches, foundations, universities, newspapers, and unions (or whatever other type of organization is involved) to maintain their dominance. For many decades, even centuries, barriers to power sheltered massive armies, corporations, governments, parties, and social and cultural institutions. Now, those barriers are crumbling, eroding, leaking, or being rendered otherwise irrelevant. To appreciate just how profound this transformation is, and how much it reverses the tide of history, we need to review why and how power got big in the first place.

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LaFeber, The Cambridge History of American Foreign Relations, Volume 2: The American Search for Opportunity, 1865–1913, p. 186. 2. Adams, The Education of Henry Adams: An Autobiography, p. 500. 3. Chandler, The Visible Hand: The Managerial Revolution in American Business; see also Chandler, Scale and Scope: The Dynamics of Industrial Capitalism. 4. Lewis et al., Personal Capitalism and Corporate Governance: British Manufacturing in the First Half of the Twentieth Century. See also Micklethwait and Wooldridge, The Company: A Short History of a Revolutionary Idea. 5. Alan Wolfe, “The Visitor,” The New Republic, April 21, 2011. 6. See “Max Weber” entry in Concise Oxford Dictionary of Politics, p. 558. 7.

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“Annus Mirabilis.” Collected Poems. New York: Farrar, Straus & Giroux, 1988. Leebaert, Derek. The Fifty-Year Wound: The True Price of America’s Cold War Victory. Boston: Little, Brown and Company, 2002. Lewis, Myrddin John, Roger Lloyd-Jones, Josephine Maltby, and Mark Matthews. Personal Capitalism and Corporate Governance: British Manufacturing in the First Half of the Twentieth Century. Surrey, UK: Ashgate Farn ham, 2011. Lind, William S., Keith Nightengale, John F. Schmitt, Joseph W. Sutton, and Gary I. Wilson. “The Changing Face of War: Into the Fourth Generation.” Marine Corps Gazette (1989). Lynn, Barry.

The Economics of Enough: How to Run the Economy as if the Future Matters
by Diane Coyle
Published 21 Feb 2011

The polls do suggest that people have greater trust in some private sector organizations than in the institutions of government. It is not only at the level of national economies that governance has become a hot topic though. Corporate governance has been studied extensively for the past decade or so, and in a number of countries the law has been changed to try to improve corporate governance. Companies are urged to be transparent and accountable, and to take seriously a wider set of responsibilities than making a profit. Many commentators seem to believe companies have some quasi-governmental roles. Big corporations are certainly important social institutions.

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Cambridge, MA: Na: National Bureau of Economic Research. Cosmides, Leda, and John Tooby. 1994. “ Better than Rational: Evolutionary Psychology and the Invisible Hand.” The American Economic Review 84:2, pp. 327–32. Coyle, Diane. 1996. The Weightless World. Oxford: Capstone. ———. 2001. Paradoxes of Prosperity. New York: Texere. ———. 2003. “Corporate Governance, Public Governance, and Global Governance: The Common Thread.” Manchester, UK: University of Manchester, Institute of Political and Economic Governance. ———. 2007. The Soulful Science: What Economists Really Do and Why It Matters. Princeton: Princeton University Press. ———. 2009. “Scholar Goes Online to Differ with the Obama Government.”

Faster, Higher, Farther: How One of the World's Largest Automakers Committed a Massive and Stunning Fraud
by Jack Ewing
Published 22 May 2017

Piëch was elected chairman of the Volkswagen supervisory board, an ostensibly part-time job that allowed him to keep a close eye on his successor. Under German corporate law, the supervisory board oversees the chief executive (known formally as the chairman of the management board) and has the power to remove him. Corporate governance experts frown on chief executives’ becoming supervisory board chairmen after they retire. The risk is too high that the chairman will try to protect his legacy and block needed changes. The risk was perhaps particularly high in Piëch’s case. He was unlikely to be a passive chairman. Pischetsrieder would need to stay on Piëch’s good side if he hoped to keep his job.

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In October 2009, the fund addressed a bluntly worded letter to Ferdinand Piëch and the Volkswagen supervisory board expressing dissatisfaction about the terms of Volkswagen’s acquisition of Porsche. The deal “was designed to suit the needs of the Porsche controlling families at the expense of Volkswagen and its non-controlling owners,” wrote Anne Kvam, the Norway fund’s global head of corporate governance, and Ola Peter Krohn Gjessing, a senior analyst. The Norway fund had a long list of objections. Kvam and Gjessing questioned why, as part of the deal, Volkswagen was buying the Porsche and Piëch dealership network, based in Salzburg. The only justification seemed to be to help the families raise money so that they could use it to purchase more Volkswagen shares and push their stake comfortably above 50 percent.

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(Volkswagen press release), May 24, 2011, http://www.volkswagenag.com/content/vwcorp/info_center/en/themes/2011/05/ Volkswagen_inaugurates_new_plant_at_Chattanooga_U_S_.html. 150 The core goal was to sell: Volkswagen AG, Annual Report 2009 (online version), http://annualreport2009.volkswagenag.com/managementreport/ reportonexpecteddevelopments/strategy/strategy2018.html. 151 The code acknowledged a duty: The Volkswagen Group Code of Conduct, http://en.volkswagen.com/content/medialib/vwd4/de/Volkswagen/ Nachhaltigkeit/service/download/corporate_governance/Code_of_Conduct/_jcr_content/renditions/rendition.file/the-volkswagen-group-code-of-conduct.pdf, p. 4. 151 “Stretch goals are very useful”: Interview with David Bach, June 17, 2016. 152 Volkswagen engineers drew on the precedent: In re: Volkswagen “Clean Diesel” Marketing, Sales Practices, and Products Liability Litigation, Partial Consent Decree, December 20, 2016, 3. 153 Neusser’s response . . . was to tell the engineers: Volkswagen Plea Agreement, Exhibit 2-18, 2-19.

Billion Dollar Burger: Inside Big Tech's Race for the Future of Food
by Chase Purdy
Published 15 Jun 2020

The idea was that you can’t disrupt the status quo of animal agriculture if you don’t keep taking swings. Beneath the thumb of venture capital, he said he felt it was tougher to run a nimble business. He wanted to achieve the original mission of the company, and to do that the power structure of the company needed to be shuffled through the arcane vagaries of corporate governance. That opportunity presented itself when JUST entered its Series D round of funding in August 2016. Tetrick said he began talking with Nan Fung, an investment firm comprised of a syndicate of companies that is headquartered in Hong Kong. The firm—along with China Construction Bank, New World Group, and others—was willing to pour a lot of capital into the company, enough to multiply JUST’s valuation from $190 million to more than $750 million.

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It was led by Jim Flatt, then the chief technology officer; Lee Chae, the then–vice president of research and development; and Sofia Elizondo, the then–vice president of business development. “For whatever fucking reason they decided to work with at least one member of the board and other investors around us to actually change the corporate governance documents back to Series C—not the valuation of the company, but the control of the board.” Put simply, three senior staffers did not like the direction in which Tetrick was steering the company and, according to Tetrick, operated behind his back to remove him from power. Had they found success, it is possible that JUST would no longer be controlled by Tetrick, would possibly have been acquired by another company, and instead of marketing its own products might have relied more on licensing JUST’s technology out instead.

This Is Not Normal: The Collapse of Liberal Britain
by William Davies
Published 28 Sep 2020

To insist on the sanctity of debt obligations is a way of ensuring that politics and economics are safely insulated from one another, thereby ensuring that an economic disaster avoids becoming a fully fledged crisis. This insulation was time-limited: in the UK, it turns out to have lasted eight years. Given that the post-2008 regime of regulation, corporate governance and growth was roughly the same as the pre-2008 one, it should always have been clear that 2008 would be the first ‘prong’ of a two-pronged crisis. Most critical observers suspected that the second ‘prong’ would be similar to the first: another collapse in the credibility of financial derivatives, only this time without the same possibilities for a sovereign rescue.

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Various instruments have been invented to achieve this, from central bank independence, which removes monetary policy from the domain of democratic politics, to the ‘stability and growth pact’ that has limited European Union member states’ fiscal freedoms since 1999, to Gordon Brown’s self-imposed ‘Golden Rule’, which stipulated public borrowing limits. Business investors can cope with various models of capitalism, involving a wide range of tax rates, corporate governance systems and regulatory frameworks. What they can’t cope with is perpetual uncertainty. When political promises no longer hold their value over time, the value of a nation’s money will eventually suffer the same fate: inflation and devaluation are the consequence. (At its simplest, the neoliberal diagnosis of 1970s inflation was that too much democracy had led politicians and employers to make more promises than they were economically capable of honouring.)

Overhaul: An Insider's Account of the Obama Administration's Emergency Rescue of the Auto Industry
by Steven Rattner
Published 19 Sep 2010

If anyone had asked Jack Welch, I'm sure he would have advised against this rapid shuffling of CEOs. I was also disappointed when I heard that Akerson would become chairman as well as CEO on December 1. Nothing has occurred to change my view that "best practices" in corporate governance means separating the chairman and chief executive roles. And if ever a company needed to hew firmly to best practices in corporate governance, it is the one that owes its existence to the support and goodwill of the American taxpayer: shiny new General Motors. * * * EPILOGUE SHINY NEW GM celebrated its first birthday on July 10, 2010, a month after the first anniversary of the reconstituted Chrysler.

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In fact, in the second quarter, Ford reported net income of $2.6 billion, while GM—notwithstanding its larger size and the bankruptcy scrubbing of $65 billion of liabilities—earned $1.3 billion. Clearly, GM's new CEO and his team had some catching up to do. A key component of management failures like GM's is almost always the board of directors, historically the weakest link in American corporate governance. Ironically, GM was once considered an exemplar of board practices. In the early 1990s, after one of the company's periodic near-death experiences, the board fired the CEO, appointed a nonexecutive chairman, and developed twenty-eight structural guidelines for ensuring board independence. Business Week hailed the plan as a "Magna Carta for directors."

Unconventional Success: A Fundamental Approach to Personal Investment
by David F. Swensen
Published 8 Aug 2005

Alignment of Interests As a first approximation, alignment of interests between U.S. investors and foreign corporations resembles the alignment to the relationship between U.S. investors and U.S. corporations. Generally speaking, both domestically and overseas, equity investors expect corporate management to look after shareholder interests. Even though the corporate scandals at Enron and WorldCom, among others, highlighted the shortcomings of American corporate governance, the fact remains that in the United States a strong coincidence of interest exists between shareholders and management. As a broad generalization, elsewhere in the world corporate managements focus less single-mindedly on profit generation. In some countries, cultural norms lead to greater concern for the needs of other stake-holders, including workers, lenders, and the broader community.

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Underwriting clients care about after-market performance. If shares perform poorly after the offering, perhaps the mutual-fund subsidiary could acquire a position in the client company to boost the share price. A corporate client of the parent company may need proxy votes to succeed in a contested takeover or to prevail in more mundane corporate governance measures. Perhaps shares held by the mutual-fund subsidiary could vote in a manner designed to satisfy the parent firm’s client.* Conflicts inevitably develop when one arm of the firm wishes to make hard-nosed, fact-based decisions about investments and another arm of the firm wishes to engage in obsequious pandering to clients.

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The disclosure ranges from precise, noting that trustees each receive $108,000 annually for the basic job of overseeing 112 separate Vanguard mutual funds, to vague, showing that trustees hold shares in categories of “None,” “Up to $10,000,” “$10,001 to $50,000,” “50,001 to $100,000,” and “Over $100,000.” Investors interested in corporate governance learn of Vanguard chief executive officer John Brennan’s status as an “Interested Trustee,” as well as his shareholding—or lack thereof—in the Vanguard equity funds.30 Even though Vanguard generally makes interests of investors paramount, share owners may nevertheless wonder about the firm’s security trading policies.

Finance and the Good Society
by Robert J. Shiller
Published 1 Jan 2012

Yugoslav economist Milovan Djilas, in his 1957 book The New Class: An Analysis of the Communist System, showed frank parallels between executive behavior in communist countries and that in western countries.10 His criticism of the communist system derailed Djilas’ hopes of succeeding Josip Broz Tito as leader of Yugoslavia. It candidly exposed problems, including the reward system for government executives—a system that resembled the bonus system of western corporations. Government officials would receive an expensive house and other perks if they performed well. Communist managers form a crony system to milk the enterprise to their own advantage, just as certain managers do in capitalist countries. David Granick, in his 1960 book The Red Executive, pointed out many more parallels between the Soviet nomenklatura and the western nancial class.

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Journal of Economic Theory 125(2):151–88. Russett, Bruce, and John Oneal. 2001. Triangulating Peace: Democracy, Interdependence and International Organizations. New York: W. W. Norton. Saint-Exupéry, Antoine de. 2000 [1943]. The Little Prince, trans. Richard Howard. Orlando, FL: Harcourt. Salacuse, Jeswald W. 2003. “Corporate Governance, Culture and Convergence: Corporations American Style or with a European Touch?” Law and Business Review of the Americas 9:33–62, http://heinonline.org/HOL/Page? handle=hein.journals/lbramrca9&div=11&g_sent=1&collection=journals. Sala-i-Martin, Xavier. 2006. “The World Distribution of Income: Falling Poverty and … Convergence, Period.”

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See lobbyists Congressional Budget Office, 89 conspicuous consumption, 166, 191 conspiracies, 232 Consumer Financial Protection Bureau, 91, 154 consumer price index units of account, 147. See also inflation consumption: conspicuous, 166, 191; diminishing marginal utility, 197; positional, 190–92; taxes on, 192, 253n14 (Chapter 27) continuous-workout mortgages, 117, 148 contracts, 82, 150 contributions. See philanthropy conventionality, impulse to, 63, 143–44, 149, 151, 153 corporate governance, 24–25. See also boards of directors corporate stock. See stocks corporations: acquisitions, 46; bank loans, 42; benefit, 121–22, 208; broadening ownership, 214–16; charters, 47–48, 121; debt, 41, 152; history, 46–48, 144; impersonality, 209–10; income taxes, 217–18; limited liability, 47, 48, 174–75; longterm value, 21; shareholders, 121; share prices, 20–21, 133, 171–72, 185–86.

World Cities and Nation States
by Greg Clark and Tim Moonen
Published 19 Dec 2016

Although there is no widespread public discontent with the extent to which Seoul dominates the Korean political and economic landscape, there are concerns that the jaebeol influence on the Korean economy – most of which are headquartered in Seoul – is no longer 76 World Cities and Nation States fit for purpose. Some question whether their corporate governance is suited to the city’s competitiveness model (Bak, 2015; Song, 2015). Limited efforts at de‐centralisation have been attempted. The 2003 and 2009 National Land Planning and Utilisation Acts sought to transfer urban planning authority to local authorities, to maximise local ownership – with the intention to encourage productive competition between cities (ibid).

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Tokyo’s plans to relax labour regulations in a planned special district to make it easier for foreigners to live and work, and in particular to designate the area from Otemachi to Kabutocho as the core of the city’s future financial hub, will require central government approval (Masuzoe, 2014; Nikkei, 2014). Tokyo and central government have participated in meetings of a Tokyo Global Financial Center Promotion Council to improve corporate governance and transparency and encourage foreign investment, but progress will ultimately be judged on concrete results. Overall economic success in Tokyo hinges on the success of macroeconomic policy. Long‐term attractiveness and business loyalty also depend on the government’s commitment to infrastructure, rule of law, democracy, intellectual property rights protection, a safe living environment, sound geopolitical relations with China and manageable levels of public debt. 92 World Cities and Nation States Investment in resilience to natural disasters Tokyo needs the central government to continue investing in the retrofitting of buildings to withstand earthquakes, to progress with a more diversified energy policy following the Fukushima disaster and upgrade national infrastructure to support emergency relief.

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War of nerves as Bak Won‐sun, Bak Geun‐hye [argue] over budget responsibility. Jugan Hyeondae News. Available at http://www.hyundaenews.com/sub_read.html?uid=19869& section=sc5&section2=%BB%E7%C8%B8%C0%CF%B9%DD. Accessed 2016 Feb 25. Bak, Y. (2015). Special administrative session of government to discuss ‘Lotte situation’ tomorrow – Jaebeol corporate governance reforms will be pushed on. MBC News. Available at http:// imnews.imbc.com/replay/2015/nw1800/article/3745447_17808.html Accessed 2016 Feb 25. Chosun Ilbo (2016). Seoul’s Population Aging Rapidly. Chosun Ilbo. Available at http://english. chosun.com/site/data/html_dir/2016/01/07/2016010701772.html.

Buy Now, Pay Later: The Extraordinary Story of Afterpay
by Jonathan Shapiro and James Eyers
Published 2 Aug 2021

But a new problem would emerge from left field and introduce a potentially graver threat. It came in the form of a Mickey Mouse. After the market closed on 3 April 2018, corporate governance research firm Ownership Matters sent a report to its client list of superannuation funds and investment institutions titled ‘Afterpay: Compliance, accounting and regulation’. Ownership Matters was not a typical research outfit. To some, they were among a handful of effective guardians of corporate governance who held the ‘old boys’ club’ of directors and executives to account. But to others, they were activists, almost communists, who were holding back the nation’s business leaders from advancing the economy.

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We need more companies like them to innovate and maintain that momentum … I was wrong on Afterpay, and time will tell.’22 Short-sellers squeezed by the Tencent trade and the relentless march higher threw in the towel. ‘We learnt a lesson,’ Ben McGarry said. ‘It doesn’t matter what the cash flows are or whether there are corporate governance [issues], red flags or regulatory uncertainty. If the product is amazing and there’s a fan club in the user base and the shareholder base, you want to be very careful.’23 The performance table said Australian institutional investors that didn’t own Afterpay were wrong, too. Top-ranked Australian share funds Solaris, Alphinity and Pendal included an all-too-familiar line: that not owning Afterpay was its single costliest decision in August.

The Party: The Secret World of China's Communist Rulers
by Richard McGregor
Published 8 Jun 2010

Far from being driven solely by making a profit for shareholders, the Party had to act in accord with social ‘stability’ and national ‘macro-economic’ policies laid down by the government. The bank’s foreign partner, HSBC, apparently had no trouble with this, even though its purchase of a 19.9 per cent stake in the Chinese lender had been partially marketed to its own shareholders as a chance to change the old-style corporate governance. Jiang remarked that Sir John Bond, the then head of HSBC, had told him he understood that since he was chairman, he had to be party secretary as well. ‘This guy didn’t think it strange at all,’ Jiang said. When a Chinese journalist interviewed Li Lihui, the president of the Bank of China, he relayed a joke about how the bank’s independent British director had wanted to attend party committee meetings, ‘but since he was not a Communist Party member, he had tried to find a British communist to participate on his behalf’.

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In 2008, China Netcom disappeared altogether, subsumed by another state company in the latest industry reshuffle. In late 2009, Zhang was detained by the party’s anti-graft unit on unspecified corruption allegations, bringing to a rather ironic end the career of an official once heralded as a champion of Chinese-style corporate governance. Still, Tian left the system with a more favourable view than he had had when he joined. ‘I feel I could justify this system now and understand how it has worked for 1,000 years,’ he said. ‘Ten years ago, I would not have had a similar feeling.’ Tian compared his time at Netcom to his experience on boards in western companies, where he said CEOs were chosen by busy directors in consultation with headhunters.

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Formidable publication…: Hu Shuli left Caijing in late 2009 after a lengthy battle with her proprietors over attempts to censor the magazine’s content. She started a new venture in early 2010. At the Bank of Communications…: See Caijing, nos 161 (12 June), and 162 (26 June). Also quoted in Nico Calcina Howson, China’s Restructured Commercial Banks–the Old Nomenklatura System Serving New Corporate Governance Structures?, University of Michigan Law School. Sir John Bond declined to comment on the quotes attributed to him. Chen Jinhua…: Chen Jinhua, The Eventful Years. Memoirs of Chen Jinhua, Foreign Languages Press, Beijing, 2008. But if China was…: These figures come from a report by Wang Tao, China economist with UBS, China Economic Perspectives: How Will China Grow?

The Laundromat : Inside the Panama Papers, Illicit Money Networks, and the Global Elite
by Jake Bernstein
Published 14 Oct 2019

He had been vice president of the Russian oil giant Yukos, and subsequently he led the Fuel and Energy Ministry. He then won a seat in the Duma, the Russian parliament, and another on the National Council on Corporate Governance. In other words, Generalov was the epitome of a PEP. “Think of the potential scandal,” wrote the head of Mossfon’s exclusive London franchisee to the partners in Panama. “Since 2003 [Generalov] has been dealing with corporate governance in Russia!!!”15 Emails flew between London, Panama, Luxembourg, and the BVI. A Mossfon lawyer in Panama sheepishly admitted he didn’t know about Yukos and wasn’t really up on matters of Russian politics.

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Kelcine Smith-Evans from Loren Klein, February 2, 2004. 5 “We have noticed that too many clients of yours”: Email from Sandra de Cornejo to John Gordon, February 12, 2004. 6 “I have read your message and find it very odd”: Email from John Gordon to Sandra de Cornejo, February 12, 2004. 7 “MF had a tendency to be demanding for stuff then drop it”: Email from John Gordon to author, March 2017. 8 Ramsés Owens met with executives from the Denmark-based Jyske Bank: Jyske Bank Private Banking contact report, Ramsés Owens, May 19, 2005. 9 Nordea Bank also helped customers circumvent the rule: Email from Roberth Josefsson, Wealth Planning, Nordea Bank to Jost Dex, May 24, 2005. 10 Niue maintained a lucrative trade in “900” sex telephone numbers: Tony Horwitz, Blue Latitudes: Boldly Going Where Captain Cook Has Gone Before (New York: Henry Holt, 2002), p. 228. 11 the BVI government was unconcerned: Email from Ana Escobar to Jürgen Mossack, et al., August 10, 2004. 12 Francisco Paesa Sánchez, an infamous Spanish intelligence agent and world-class opportunist: José María Irujo, “A Picaresque Life Amid the Halls of Power,” El País, January 3, 2012, http://elpais.com/elpais/2012/01/03/inenglish/1325571644_850210.html; and Jesús Escudero and Will Fitzgibbon, “La ‘resurreción’ del espía Paesa provocó el caos en Mossack Fonseca,” El Confidencial, April 5, 2016, http://www.elconfidencial.com/economia/papeles-panama/2016-04-05/la-resurreccion-del-espia-paesa-provoco-el-caos-en-mossack-fonseca_1179183/. 13 citing fears that the notorious Spanish spy might tarnish its image: Will Fitzgibbon, “Spies and Shadowy Allies Lurk in Secret with Help from Offshore Firm,” International Consortium of Investigative Journalists, April 5, 2016, https://panamapapers.icij.org/20160405-spies-secret-offshore-companies.html. 14 Abacha had funneled some of his illicit money through Swiss banks: Swiss Federal Office of Justice, “Switzerland Provides Mutual Legal Assistance in the Abacha Case,” January 21, 2000, https://www.admin.ch/gov/en/start/dokumentation/medienmitteilungen.msg-id-22828.html. 15 “corporate governance in Russia!!!”: Email from Manny Cohen to MF&Co, et al., September 23, 2005. 16 “I’d like to take advantage”: Email from Ana Escobar to Jürgen Mossack, et al., September 27, 2005, translated from the original Spanish by author. 17 They had placed their money in a sure-fire fund run by Eugenio Curatola: Iván Ruiz, Maia Jastreblansky, and Hugo Alconada Mon, “‘El Madoff argentino’ estafó con un guiño de Mossack Fonseca,” La Nación, May 15, 2016, http://www.lanacion.com.ar/1898918-el-madoff-argentino-estafo-con-un-guino-de-mossack-fonseca. 18 “the Argentinian Madoff”: Ibid. 19 the firm tacked on an extra $20 charge: Email from Jochen Brandt to Mario Vlieg, April 17, 2007. 20 a report on the weapons trade: Sudan: Arming the perpetrators of grave abuses in Darfur, Amnesty International, November 16, 2004. 21 “People were supplying him with stuff”: “British Arms Dealer Defends Attempts to Supply Sudan,” Scotsman, November 18, 2004, http://www.scotsman.com/news/world/british-arms-dealer-defends-attempts-to-supply-sudan-1-562489#ixzz42StHJTXx%C2%A0. 22 When they arrived in Kuwait, customs officials intercepted them and tipped off the British: “Arms Dealer Trapped by Shredder,” BBC News, November 26, 2007, http://news.bbc.co.uk/2/hi/uk_news/england/kent/7113506.stm. 23 Knight was sentenced to four years in prison for arms trafficking: “Arms Dealer Jailed for Four Years,” BBC, November 23, 2007, http://news.bbc.co.uk/1/hi/england/kent/7110160.stm. 7: THE NORTH STAR 1 the top 10 percent of wealth holders owning 85 percent of all household wealth: Credit Suisse Research Institute, Global Wealth Report 2014, October 2014, https://publications.credit-suisse.com/tasks/render/file/?

The Only Game in Town: Central Banks, Instability, and Avoiding the Next Collapse
by Mohamed A. El-Erian
Published 26 Jan 2016

Its path of “extending and pretending” is coming to an end, forcing society—both there and in European partner countries—to confront two very different outcomes. How about the global economy as a whole? We will get more information as we get closer to the neck of the T junction, and, fortunately, there is nothing preordained about which road it takes from the current path it is on. What corporations, governments, and households do can have an important influence on what currently are finely balanced probabilities. Simply put, the major catalyst for taking the good road out of the T is a combination of better politics and turbochargers. More constructive politics would enable the implementation of an engineering solution that already benefits from quite a bit of professional-consensus backing.

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Moreover, this state of affairs should not translate into operational paralysis and a narrowing of vision. Quite the contrary. It calls for energized thinking. In the process, it forces us to pay heed to insights from behavioral science and neuroscience, and it makes it essential that we work to enhance at every level—corporate, government, household, and multilateral—the right mix of optionality, resilience, and agility as we go forward. The implications of all this go well beyond traditional entities having to adjust. Even the more agile disruptors will be pressed to maintain their lead, and, as Amazon and Google have recently demonstrated, they will need to be willing to occasionally “self-disrupt” from a position of strength.

Car Guys vs. Bean Counters: The Battle for the Soul of American Business
by Bob Lutz
Published 31 May 2011

Compared to the billions we pay globally for conventional advertising, it’s a drop in the bucket, and it’s way more effective.” End of discussion. The founder and principal shareholder has been heard from, and everyone turns to act. There is decidedly something to be said for the swifter, more authoritarian corporate governance resulting from someone’s name being on the building! And so, we watched as Toyota launched the Prius in the United States to huge acclaim from the nation’s media.The future of the automobile is here, thanks to the brilliant engineers at Toyota! While America’s “dinosaur Big Three” continued to foist oversized SUVs and pickups on the hapless American public (and, at $1.50/gallon at the time, roughly one-quarter of what the rest of the industrial world was paying for motor fuel, that “hapless” public was buying every big V8 truck we could produce, while small, fuel-efficient vehicles were left to decompose slowly on dealer lots), the wise, omniscient Toyota company, ever attuned to the needs of society rather than financial gain, was creating the vehicles that would save us from both the oppression of foreign oil and the inevitable CO2-caused planetary meltdown.

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That reversal was hastened by the next shock to a now partially numb GM: on March 30, 2009, Rick Wagoner was pressured to resign by the Automotive Task Force, the U.S. Treasury, and, I suspect, the new president himself. The old GM board, still legally bound to defend the shareholders as well as to select or fire key executives, was miffed over the way this was handled, considerably at odds with the law and rules of corporate governance. It was “explained” to the board that, post–the increasingly firmly planned Chapter 11, the government would be the largest shareholder and that understanding and support for Wagoner’s “resignation” would be in the best interest of all. The reaction in the company over Wagoner’s departure was one of sadness and regret.

The Secret World of Oil
by Ken Silverstein
Published 30 Apr 2014

“They are smart and good and know how to use information to exploit other investors,” he told me. “When they’re selling you don’t want to be buying, and when they’re buying you don’t want to be selling.” Still, the real secret to Glencore’s success is operating in markets that scare off more risk-averse companies that fear running afoul of corporate governance laws in the United States and the European Union. In fact, those markets are precisely where the future of the company lies. Deutsche Bank identified Glencore’s “key drivers” as: the growth of copper in the Democratic Republic of the Congo; coal in Colombia; oil and natural gas in Equatorial Guinea; and gold in Kazakhstan.

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In her book Sale of the Century, Chrystia Freeland described his Moscow offices as decorated in gold, crystal, and floral designs that “an eight-year-old girl with a princess fantasy and a gold credit card might concoct” and the casino’s decor as “oil paintings of naked women wrapped in furs,” with private bedrooms that had mirrored ceilings and Jacuzzis. “Sometimes we have special guests, and they like to be entertained,” Gutseriev explained to her. Later Gutseriev went into the energy business—he was understatedly described in a US diplomatic cable released by WikiLeaks as “not known for his transparent corporate governance.” He did well. He regularly appears on Forbes’s list of the richest Russians, with a fortune estimated in 2012 at around $6.7 billion. A decade earlier, though, Gutseriev was down and seemingly out. In 2002, the Kremlin fired him as the head of state-owned oil firm Slavneft for resisting the company’s privatization, according to the WikiLeaked cable.

Empire of Illusion: The End of Literacy and the Triumph of Spectacle
by Chris Hedges
Published 12 Jul 2009

It is paternal. It is the system. Our government is being wrecked by corporations, which now get 40 percent of federal discretionary spending. More than 800,000 jobs once handled by government employees have been outsourced to corporations, a move that has not only further empowered our shadow corporate government but also helped destroy federal workforce unions. Management of federal prisons, the management of regulatory and scientific reviews, the processing or denial of Freedom of Information requests, interrogating prisoners, and running the world’s largest mercenary army in Iraq—all this has become corporate.

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This arrangement allows Halliburton to lower its tax liability on foreign income by establishing a “controlled foreign corporation” and subsidiaries inside low-tax, or no-tax, countries used as tax havens. Thus the corporations take our money. They squander it. They cleverly evade taxation. And our corporate government not only funds them but protects them. The financial and political disparities between our oligarchy and the working class have created a new global serfdom. Credit Suisse analysts estimate that the number of subprime foreclosures in the United States by the end of 2012 will total 1,390,000.

The Euro: How a Common Currency Threatens the Future of Europe
by Joseph E. Stiglitz and Alex Hyde-White
Published 24 Oct 2016

It is perhaps not a surprise that shortsighted financial markets are unable to intermediate well between long-term savers and long-term investments. There are reforms in the legal, regulatory, and tax frameworks of Europe that would help focus the financial sector on the long-term—and on doing what it should do, and not doing what it shouldn’t.32 (2) REFORMING CORPORATE GOVERNANCE Firms, too, have become increasingly shortsighted, focusing on quarterly returns. A firm focused on the next quarter won’t make important long-term investments in research and technology, in plant and equipment, and, most importantly, in its employees. A firm that pays its CEOs and other executives excessively, and distributes too much to its shareholders through dividends and share buybacks, won’t have enough money left over either to pay its workers decently or to invest in the future.

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While corporate executives claim that they are an important part of their incentive system, there is in fact little relationship between pay and performance: the stock of an airline will go up, for instance, when the price of oil goes down. Stocks more generally go up when the interest rate decreases. The growth of stock options in turn is related to deficiencies in corporate governance and in the rules governing transparency and disclosure.34 Many shareholders do not realize the extent to which CEO stock options have diluted the value of their holdings. Again, there is a rich and important agenda to reform the “rules of the game.”35 This rewriting of the rules in ways that might result in firms focusing on the long-term would lead to an economy with higher and more stable growth

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What may be required is a combination of carrots and sticks, incentives to behave well (specifically, to lend to SMEs) and punishments for not doing so. 31 Or through its socially destructive practices of predatory lending, market manipulation, or abusing its market power. 32 Many of the problems can be traced to the rules and regulations governing the financial system, others to tax laws that encourage speculation, still others to bankruptcy laws that encourage excessive risk-taking through derivatives and excessive consumer lending, and yet others to deficiencies in corporate governance. For the United States, see Stiglitz et al., Rewriting the Rules of the American Economy; and National Commission on the Causes of the Financial and Economic Crisis in the United States, Financial Crisis Inquiry Report. My book Freefall describes some of the general principles. 33 The Economic Policy Institute (EPI) reports that the average annual CEO compensation of the largest 350 firms in America was $16.3 million in 2014—303 times larger than that of the typical worker (“average compensation of production/nonsupervisory workers in the key industries of the firms included in the sample”).

How I Became a Quant: Insights From 25 of Wall Street's Elite
by Richard R. Lindsey and Barry Schachter
Published 30 Jun 2007

In addition to the Handbook of Alternative Assets, Mark has published three financial textbooks and more than 80 research articles on the topics of separating beta from alpha, institutional fund management, business models for the asset management industry, corporate governance, hedge funds, real estate, currency overlay, credit risk, private equity, risk management, and asset allocation. He serves on editorial and advisory boards for the Journal of Portfolio Management, Journal of Alternative Investments, Journal of Private Equity, Journal of Investment Consulting, and Journal of Derivatives Accounting, and on advisory and executive committees for the New York Stock Exchange, Euronext, MSCI-Barra International Indexes, the International Association of Financial Engineers, The CFA Institute’s Task Force on Corporate Governance, The CFA Institute’s Committee on Global Investment Performance Standards, The Conference Board Commission on Public Trust, The Center for Excellence in Accounting and Security Analysis at Columbia University, The Dow Jones-AIG Commodity Index Board, and the National Association of State Investment Officers.

…

Mark Anson is the chief executive officer of the British Telecommunications Pension Scheme (BTPS) and the chief executive officer of 363 P1: OTE/PGN JWPR007-Lindsey 364 P2: OTE May 29, 2007 19:6 ABOUT THE CONTR IBUTORS Hermes Pensions Management Ltd. He is also chairman of the board of the International Corporate Governance Network, the largest organization in the world dedicated to better governance of public corporations. Dr. Anson previously served as the chief investment officer at the California Public Employees’ Retirement System (CalPERS). He implemented the concept of separating beta from alpha, which generated over $9 billion of excess returns for CalPERS.

Super Pumped: The Battle for Uber
by Mike Isaac
Published 2 Sep 2019

He had secretly been talking to the spurned VCs for months, all of them back-channeling, worried about whether their investment was going to implode. As he rallied the group of investors, Gurley began reaching out to other people for advice. He contacted law professors at Stanford, whose backgrounds included expertise in corporate governance and white-collar crime. He spun up lawyers from Cooley and Paul, Weiss, two top-tier Valley firms that regularly consulted tech companies and VCs. He hired a crisis public relations firm. And he proposed a plan that would rely on all of them to work together. Gurley knew Kalanick would never step down of his own volition.

…

Ronald Sugar, a former chief executive of the defense contracting firm Northrop Grumman, joined Uber’s board of directors as its independent chairman, another position that was vacant until Khosrowshahi started at the company. And by hiring Tony West, a former associate attorney general at the Department of Justice, Khosrowshahi made clear that Uber was going to take its legal and compliance obligations seriously. For the first time in its nine-year history, Uber had installed proper corporate governance—mechanisms and officers that Bill Gurley had long desired. Khosrowshahi then revamped Uber’s overarching philosophy. Uber’s fourteen values, once sacrosanct, were replaced with a list of eight simple maxims. Items like “super pumped” and “always be hustlin’ ”—values sprung from the mind of an arrogant young man—were discarded.

…

See also Jay-Z Casino Royale, 44 The Castro, 47–48 CBS, 131 Chai, Nelson, 332 Chengdu, China, 142, 146 Cheng Wei, 141–42 Cherry, 188 Chicago, Illinois, 55, 83, 84, 165, 204, 292 China, 122, 140–52, 153–55, 187, 202, 211, 245, 257, 258, 312 Christensen, Clayton, 75 Citi Bike, 134 Clark, Craig, 258, 259 Clinton, Hillary, campaign of, 200, 201 CNBC, 273 CNN, 273, 303 Coca-Cola, 189–90 Code Conference, 176, 177, 178, 179, 180 Code.org, 92n Cohler, Matt, 283, 293–95, 296–305, 313, 315, 324–25 COIN program, 166, 178, 257, 259 Colorado, 115 Communication Workers Union, 204 Communist Party, 141, 204 Compaq, 67 Congress, 200 Cook, Tim, 154, 157, 158, 162, 163–64, 264 Cooley, 289 Costolo, Dick, 140 Coulter, Jim, 277–78 Course, David, 67 Covington & Burling, 224 Covington & Burling, 260, 269–70, 271, 310 Craig, Daniel, 44 Craigslist, 28 the Creamery, 4, 42 Creative Artists Agency (CAA), 23, 189 Credit Suisse First Boston, 67 CrowdFlower, 46 Cuban, Mark, 31 Cue, Eddy, 157–58, 159, 160–62, 163, 245 Cupertino, California, 158, 160, 161 Curb, 113 DARPA Robotics Challenge, 107 Darwins, 163, 163n Davos, Switzerland, 31 De Blasio, Bill, 116, 116n, 117 Dehli, India, 261 #deleteUber campaign, 208–10, 254 Dell, Michael, 67 Demeter, Steve, 39 Department of Defense, 107 Deutsche Bank, 69 Diaz, Cameron, 98 DiCaprio, Leonardo, 193 Dickenson, Texas, 66 DiDi, 141–42, 146, 147–52, 187, 202, 257, 258 Didi Chuxing, 141–42 Didi Dache, 122, 122n, 142 Diller, Barry, 307–8, 320, 333 Doerr, John, 35–37, 38, 39, 40, 201 DogVacay, 65 Dole, Bob, 229 DoorDash, 9 Dorsey, Jack, 202 Dropbox, 6 Drummond, David, 99, 100, 105, 106, 158, 176, 178–79, 180 eBay, 27, 43, 65, 169–71, 312 Einstein, Albert, 54 Eisner, Michael, 23 Ellison, Larry, 67 Elysian Hotel, 165 Encore Las Vegas, 7 England, Erich, xv–xvii, 243–44 Ericsson, 44 Expedia.com, 319, 320, 322, 327–28, 331 Expensify, 46 Facebook, 9–10, 21–22, 56, 74, 92n, 93, 113, 171, 174, 189, 333 copies Snapchat’s core feature, 235 dual-class structure and, 77 ex-Uber employees at, 224 IPO of, 5, 97 politics and, 200–201 reliance on advertising, 154 Sidecar and, 86 SREs at, 215 Uber recruits from, 4 women employees at, 226 Fandango, 92 Fannie Mae, 33 FBI, 171 Federal Reserve Bank, 27, 33, 34 Fenton, Peter, 283, 293–305 Fidelity Investments, 97, 297n, 300 First Round Capital, 57, 288, 288n, 289, 293, 326 Flipboard, 92n Foreign Corrupt Practices Act, 260 Forstall, Scott, 38 Formspring, 46 Fortune magazine, 127–28 Four Seasons Hotel, 105, 265 Foursqure, 55 Fowler, Susan J., 196, 199, 213–22, 223–26, 235, 241–42, 254, 285 Fox News, 204 Freddie Mac, 33 Freitas, Ryan, 28 Fucked Company, 28, 31 FuncoLand, 39 Gallagher, Leigh, 127–28 Gap Inc., 189 Gates, Bill, 37, 67 Gawker, 205 Geidt, Austin, 13, 60–62, 63, 82, 86, 192–93 General Electric, 314, 319 Gicinto, Nick, 257 Gingrich, Newt, 229 Giron, Joe, 156 Glade Brook Capital Partners, 300 Gladwell, Malcolm, 126 Go-Jek, 187 Gold Club, 192 Goldman Sachs, 69, 93, 100, 132 Gomez, Henry, 313 Google, 4–6, 9, 31, 36, 96–99, 99n, 147, 158, 172, 195 as advertising company, 154 “Don’t be evil” mantra of, 76–77, 76n Google Capital, 100 Google Glass, 177n Google Maps, 107, 148 Googleplex, 105, 107, 181 Google Ventures, 98–101, 99n, 105–7, 157, 202, 283, 326 Google X, 105–6, 109–10 Gulfstream V, 178 headquarters of, 105 HR and employees of, 224–26, 333 IPO of, 76–77 self-driving cars and, 105–10, 176–77, 180, 232–35, 233–36 Trump’s election and, 199–200 Gore-Coty, Pierre-Dimitry, 309 GQ magazine, 119, 120, 221 Grab, 148, 150, 187, 258, 259–60, 333 Graf, Daniel, 237, 309 Gramercy Park Hotel, 127, 130 Graves, Molly, 56 Graves, Ryan, 13, 63, 82, 124, 135, 165, 191, 309, 312–13, 321, 324, 341 allegiance to Kalanick, 97, 270–72, 287–88, 299, 301 background of, 54–55 Lyft and, 86 selected to be Uber’s first CEO, 55–59 on Uber’s board, 79–80 Great Recession, 33–34, 132 Green, Logan, 85, 86, 120, 186, 187, 188, 189 Greyball, xvii, xviii, 242–53, 254 Greylock Partners, 74 Groupon, 77 Grubhub, 65 Guadalajara, Mexico, 172–74 Guetta, David, 7 Gurgaon, India, 149–50 Gurley, John, 66 Gurley, John William “Bill,” 14, 69n, 187, 202, 255, 264n, 270, 272, 274, 276, 279, 288n after showdown, 308–10 annoyance with Kalanick, 122–26 attempts to find Kalanick’s replacement and, 314–16, 321 blogging by, 125 confers with spurned investors, 288–89 connects Kalanick and Michael, 93–94 desire for proper corporate governance, 332, 334–35 fundraising and, 92 Grand Bargain and, 326–27, 331 investment talent of, 64–71, 78–80 plan to force Kalanick’s hand, 289–91, 292–306, 292n at SXSW, 125–26 the syndicate and, 282–86, 303–4 on Uber’s board, 79–80 wishes Kalanick well, 299 Gurley, Lucia, 66 Gutmann, Amy, 214–15 H&R Block, 249 Hacker News, 156, 159 Hales, Charlie, xii, xiii Harford, Barney, 331, 331n Harvey, Kevin, 70 Hayes, Rob, 57, 63, 78, 288, 288n, 293 Hazelbaker, Jill, 225, 237, 239, 240 “Heaven,” 156, 259 Heidrick & Struggles, 312–13, 324 “Hell,” 257 Henley, Mat, 178, 259 Hewlett-Packard, 144, 312, 313, 314, 323 Highway 101, 28 Holden, Jeff, 120 Holder, Eric, 224, 225–26, 254, 260, 266, 275, 283 Holder Report, 254, 266, 269–81, 283, 296, 299, 341 Holiday Inn, 265, 266 Hollywood, 9, 24 Holt, Rachel, 237, 309, 331 Holzwarth, Gabi, 179–80, 193, 194, 230, 249–53 “the Homeshow,” 95 Hornsey, Liane, 226, 256 Hourdajian, Nairi, 126–28, 130–131 Houston, Texas, 66 Huffington, Arianna, 127, 238, 256, 287, 289, 301–5, 307, 325 continued support for Kalanick, 270–74 joins board of directors, 226–30 joins Kalanick after his mother’s death, 264–65 release of Holder Report and, 276–80 Huffington, Michael, 228–29 Huffington Post, 229 Hummer Winblad Venture Partners, 65, 70 Hyderabad, India, 149 Ibiza, Spain, 193 ICE, 206 Illinois, 113 IMEI, 154–55, 157 Immelt, Jeff, 313–14, 319, 320–22, 323, 324 InAuth, Inc., 155, 156–57 India, 148–50, 166–67, 187, 203, 257, 259 rape scandal in, 166, 261, 262, 285, 337 taxis and, 148–49 Indonesia, 259–60 The Information, 253 Instacart, 9 Instagram, 9, 74, 96–97, 200, 235 Intel, 35, 193n InterActiveCorp, 307, 320, 333 Internet Explorer, 69 iOS software, 154–55, 157, 159, 162 iPhone, 36–39, 44, 58, 59, 154–55, 157, 160, 163, 176, 218 iPod, 35 Iran, 320 iRide, 113 Isaac, Mike, 127n, 241, 279–80, 280n, 295, 296, 305–6, 339–40 iTunes, 35, 37 Ive, Jonathan, 38 Jacobin, 205, 207 the JamPad, 47–48, 49 Janklow, Mort, 230 Jay-Z, 7–8, 54, 194 Jeopardy!

Kleptopia: How Dirty Money Is Conquering the World
by Tom Burgis
Published 7 Sep 2020

(moneyman), 54–5, 56, 280–1, 282–3, 351–2n Cohen, Michael (Trump fixer), 317, 324–6, 415n, 418n Colchester, 243, 271 Colombian drug cartels, 201 Congo, 49–54, 56, 276, 277, 279, 280–3, 284, 307–8, 402–3n, 404–5n, 413n Congo Cobalt Corporation (CCC), 406n Connolly, John, 86 Conservative Party, 121, 215; and ‘City grandees’, 13; May’s ‘hostile environment’ policy, 257; and Patrick Robertson, 262; Temerko’s donations to, 337, 423n Conté, Lansana, 201 Coppa, Frank, 83 copper, 10, 51–2, 55, 278–9 Corporation of London, 120, 136–7 Courchevel (French ski resort), 124–5, 183, 235 Covid-19 pandemic, 296, 336 Crédit Agricole, 29 Credit Suisse, 13, 14, 171, 214, 241, 278–9, 394n CrowdStrike (cybersecurity firm), 414n Cyprus, 246, 379n, 396n Czechoslovakia, 31–2 Dagan, Meir, 258 Dalman, Mehmet, 174, 335, 374n, 421–3n David, Craig, 209 Dawkins, Richard, 176, 377n Delimkhanov, Adam, 234–5, 237, 391n Deloitte & Touche, 13, 179 Deltour, Antoine, 231, 390n Democratic Choice for Kazakhstan, 166 Deutsche Bank, 13 Dezita prospect (Congo), 402–3n DiBartolomeo, Joseph, 258 Diligence (corporate intelligence firm), 103–5, 117, 160, 304, 362n Dinmore, Guy, 253 Docklands development (London), 118–19 drug trade, 72, 86, 87, 99, 170, 177, 201, 246 drugs, use of, 15 Dubai, 144, 289, 331, 391n Dudley, Bob, 17–18, 19, 20, 22, 23, 342–3n, 343n, 344n, 345n Duterte, Rodrigo, 337 Earhardt, Ainsley, 310 Edmonds, Phil, 56, 185–6, 336 EFG (Swiss bank), 329, 420n Egypt, 119 Eliot, T.S., ‘Macavity’, 243 Elmer, Rudolf, 230 Elson, Monya, 342n Epstein, Gideon, 365n Equatorial Guinea, 201, 246 Erdoğan, Recep Tayyip, 324, 337 Erskine, John, 353n Erste Resources SA, 403n Escobar, Pablo, 201, 384n Esper, Mark, 318, 416n Eural Trans Gas, 381n Eurasian Natural Resources Corporation (ENRC): listed on London Stock Exchange, 12–15, 23–4, 121–2, 128–31, 335, 367n; buys Camec, 73, 276, 401–2n; and Rudny (iron mine), 94–5, 128–31, 133–5; and corporate governance, 121–2, 128–31, 367n; Gerrard’s investigation into in Kazakhstan, 128–31, 133–5, 158, 172–3, 307, 367–8n, 368–9n; Russian Trading Scheme, 129–30; Trio retain control of after flotation, 129–30, 174, 367n; SFO’s ultimatum to (January 2013), 173–4; Gerrard’s investigation into in Africa, 173, 174, 210, 276–9, 281–2, 283, 284, 285, 307; and Victor Hanna, 174, 275–7, 278, 279, 280, 281–2, 283–4, 285, 300, 400–1n; formal SFO investigation into, 210–11, 212, 276, 282, 284–7, 299–304, 308, 309, 402–3n, 410n; moved to Luxembourg, 210–12; the Trio’s buyout/delisting scheme, 210–12, 387n; buys Chambishi copper smelter, 278–9; Trio extract money from, 279–80, 281–2, 283; Dezita prospect purchase, 279, 402–3n; Och-Ziff bribery case in US, 282–3, 307; series of deaths relating to, 283–7, 308–9, 405–8n; McCormick as employee, 284–6, 300, 410n; Trio’s alternative facts on Gerrard, 299–302, 411n; Mirakhmedov’s role with, 334–5, 421n Euro-Asian Jewish Congress, 212–13, 387n European Court of Human Rights, 42, 268–9 European Union (EU), 114, 251, 262, 277, 306–7, 412n Evans, Sir Dick, 161–2, 372n extraordinary rendition, 254 Exxon, 45, 201 Facebook, 256, 270, 313 facial recognition technology, 336, 423n fake news and alternative realities, 238, 295, 303, 304–6, 311–12, 317–19, 414n; and FSB, 16–23, 342–5n; and expropriation of Yukos, 35–6, 38–43, 64, 65; and Trump, 274–5, 303, 311–12, 313, 317–19, 322–3, 400n, 414n, 417–18n; Trio and Gerrard/SFO, 299–304; strategy of projection, 317, 320, 416n; and the anti-corruption campaign, 320, 417n; malleable public record under Trump, 322–3, 417–18n Falciani, Hervé, 230–1 Farage, Nigel, 337 Fayulu, Martin, 308 FBI, 78, 156, 375n, 377n, 381n; Michael Sheferovsky as informant, 79–80; Felix Sater as informant, 82–4, 87, 199, 249, 313; Whitey Bulger scandal, 86, 87; and Solntsevskaya brotherhood, 99; and Semyon Mogilevich, 176, 179, 180, 183; takes over Bethel and Strydom case (2020), 309 FBME Bank, 203, 246, 385n, 396n Ferguson, Alistair, 344–5n Ferguson, Ian, 263 Financial Conduct Authority, 185, 187, 382n; management ‘concerns’ over Wilkins, 207–8, 386n; Wilkins’ email (June 2014), 217, 228–9, 389n; Wilkins suspended by, 229, 230, 231–2, 358n; fires Wilkins for gross misconduct, 232, 239, 272; Wilkins’ Employment Tribunal case against, 239–40, 241, 242–3; Osborne removes Wheatley from, 241, 395n; Wilkins’ settlement with, 242–3, 272; disciplinary report on Wilkins, 347n financial crash, global (2008), 7, 15; bailout of financial system, 8, 61, 62, 70, 117, 271, 354n; the masses left with the bill for, 8, 14, 29; increased scrutiny of City after, 58–9, 70–1, 353n; US unemployment rate, 74; sovereign debt crises after, 88, 358n; worldwide recessions following, 88 Financial Services Authority (FSA), 70, 71, 342n; Wilkins’ post at, 5–6, 59, 120, 137–8, 185–7; Wilkins’ view of performance of, 6, 137–8, 185–7; warning to BSI (2004), 59, 137, 187, 353n; Wilkins warns about BSI (2008), 71, 88–9, 137, 187–8, 214–15, 216, 231, 240, 329–30; and tax schemes, 186–7 Firtash, Dmytro, 182, 289, 378–81n Fisherman, Igor, 376n Five Star movement (Italy), 254 FL Group, 367n Fleury-Mérogis prison (Paris), 252 Flint, Martin, 29, 332–3, 347n Florida, 78, 199, 200–1, 202, 315, 415n Flynn, Michael, 324, 418n Forbes, Dr M.J., 386n Foreign Corrupt Practices Act (USA), 156 Formula One motor racing, 224 Foster, Norman, 63 Foucher, Laurent, 193, 247–8, 396n Fox News, 310–11 Fraenkel, Ernst, The Dual State: A Contribution to the Theory of Dictatorship, 36–9, 268, 348n Franzese, Michael, 77, 78 Franzese, Sonny, 77 Freeland, Chrystia, Sale of the Century (2005), 35, 347n, 348n Freeman, Andrew, 388n, 389n FSB (Federal Security Service), 18–23, 174, 183–4, 234, 342–5n FTI Consulting, 257–8, 398n FTSE 100 list, 13, 126, 157, 210 Fusion GPS, 302–3 Gaddafi, Muammar, 120 Galeotti, Mark, 374–5n; The Vory (2018), 342n, 356n, 360n Gambino family, 356n Gangi, Rosario, 357n Garske, Peder, 395n gas industry, 18, 20, 21, 22, 181–2, 183, 226, 344–5n, 344n, 379–81n; Ukraine pipeline, 100, 222, 224, 289, 331, 389n Gazprom, 18, 20, 21, 22, 181–2, 344–5n, 344n, 381n Geithner, Tim, 170 Geneva, 100, 108–9, 110, 123–4, 156, 190, 199–200, 247–8, 361n Geremeyev, Ruslan, 234 Gerrard, Neil, 128–9, 367n; investigation into ENRC in Kazakhstan, 128–31, 133–5, 158, 172–3, 210, 307, 367–8n, 368–9n; investigation into ENRC in Africa, 173, 174, 210, 276–9, 281–2, 283, 284, 285, 307; fired by Sasha, 184, 210, 276, 282, 284, 300; Trio’s alternative facts on, 299–302, 411n; threats to and surveillance of, 303–4 Gertler, Dan, 280–1, 282–3, 307–8, 404–5n, 404n Giangamboni, Carla Maria, 409n Gibson, John, 304, 309 Giffen, James, 156–7, 161, 370n Gigante, Vincent, 79, 356n Giles, Andrew, 347n Giuliani, Rudy, 317 Glasenberg, Ivan, 9, 23–4, 162, 281, 308 Glasser, I.

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Leo, 74, 75, 81, 82, 83, 84, 85–6, 87, 355n GlaxoSmithKline, 13 Glencore, 9, 23–4, 52, 162, 281, 308, 372n, 404n, 413n Global Options Management, 363n, 364n, 370n globalisation, 106, 157, 163, 176 Goche, Nicholas, 52–3, 351n Gogol, Nikolai, Dead Souls, 43, 349n gold fields, 26, 49 Goldman Sachs, 329, 419n Gorbachev, Mikhail, 33, 95, 96, 359n Gordon, Zeev, 379–81n Gorman, Jim, 283–4, 405–6n Gottdiener, Ernest, 357n Gotti, John, 74, 87 Gould, Dick, 302 Great Depression, 26 Greece, 88, 230, 358n Gref, German, 211 Grenell, Richard, 303, 411–12n Grenfell Tower fire (June 2017), 288–9, 408n Groves, Andrew, 56, 185–6, 336 Guernsey, 26 Guevara, Che, 50 Guinea, 201, 384n Gulliver, Stuart, 216–17, 388n Hamilton, Alexander, 179 Hanna, Victor, 174, 275–7, 278, 279, 280, 281–2, 283–4, 285, 300, 400–1n Hardman, Chris, 104, 117, 159 Hardy, Thomas, 4–5, 289, 329 Hartnett, Dave, 215 Havel, Vaclav, 31 Hawtry, Thomas, 299 Health Management Ltd, 386n hedge funds: move into Africa, 54, 55–7, 73, 185–6, 280–1, 282–3, 307–8, 336, 351–2n, 404–5n; Och-Ziff, 54, 56, 280–1, 282–3, 307, 351–2n, 404–5n; sources of funds, 55, 186–7; and Nigel Wilkins, 137, 185–7, 200; anonymising of money by, 186–7, 200 Her Majesty’s Revenue and Customs (HMRC), 70–1, 88–9, 137, 215, 242, 358n Herbert Smith (City law firm), 129–30 Hezbollah, 246 Highrock companies, 379–81n Hirst, Damien, 48, 304, 350n Hogan Lovells (City law firm), 104, 117, 159, 301 Hollingsworth, Mark, 421n Honey, Ron, 401n, 402n, 408n Hong Kong, 157, 320, 338 Horton, Scott, 374–5n Howell, John, 257, 397n, 410n HSBC, 52–3, 170, 216–17, 230–1, 280, 350n, 351n, 373n, 388n Humphrey, Calvin R., 248–9, 395n, 396n Hungarian revolution (1956), 96 IBM, 13, 99 Ibragimov, Alijan (one of Trio), 13, 94, 130, 131–2, 332–5, 420–3n Ibragimov, Dostan, 334–5, 421n Ibragimov, Farhad, 94, 135, 369n Ibrahim, Rania, 288–9 Iceland, 126, 367n Ilis Management (front company), 376n Imperial College London, 13 intelligence agencies, private, 29, 105–7, 244, 247, 248–9, 257–60, 266, 294, 304, 332–3, 338, 362n intelligence services, US, 17, 21, 106 International Finance Corporation (IFC), 235–6, 392n International Mineral Resources, 279 Iorizzo, Lawrence (Fat Larry), 76–7, 78–9, 179, 201 Iran, 321–2, 331–2 iron, 10, 55, 94–5, 133–5, 201 Islamist terrorism, 82 Israel, 75, 77, 95, 174–5, 180, 212–13, 294, 337, 376n, 387n Itera (Russian gas company), 379–81n Ivankov, Vyacheslav, 76, 99, 315, 356n Ivashko, Vladimir, 96 Jackson, Clement, 308, 405n Jacksonville (Florida), 201 Jardemalie, Bota, 60–6, 160, 190–2, 193, 256, 267, 292, 354n; at meeting with Ron Wahid, 106–7, 258, 362n; granted asylum in Belgium, 292–3; and Kazakh pressure/intimidation, 292–4, 409n Jewels, Bruce, 52–3, 280, 350n Jews: Nazi persecution, 26, 37, 38; ex-Soviet in USA, 75–6; ex-Soviet in Israel, 174–5, 376n; Euro-Asian Jewish Congress, 212–13, 387n; Soviet émigrés to Canada, 222–3; as Other for global kleptocrats, 338 Johannesburg, 278, 283–4, 308 Johnson, Boris, 337, 423n Jones Day (law firm), 13 JP Morgan, 162 Judge, Sir Paul, 13, 121–2, 366n Judt, Tony, 163, 372n Julius Bär (Swiss bank), 230 Kabila, Joseph, 280, 282–3, 307, 308 Kabila, Laurent, 50–1, 52, 53, 280 Kadyrov, Ramzan, 234–5, 236–7, 337–8, 391–2n Kalmanovich, Shabtai, 376n Karimov, Salavat, 40, 348–9n Katumba Mwanke, Augustin, 52, 280, 281, 282–3, 351n Kay, Lord Justice, 196 Kazakhmys (copper corporation), 157–8, 371n Kazakhstan, 10–12, 13–14, 60–4, 66–7, 68–9, 107–8, 111–16, 123–7, 159–60; demands for political reform, 12, 67–8, 111; political murders in, 12, 111, 113, 166; Nazarbayev’s expropriation of BTA, 62–3, 64–6, 69, 103–5, 116–17, 144, 190–1, 205, 235; Rudny (iron mine), 94–5, 133–5; ‘Project Super Khan’, 115; privatisation programme, 126, 132–3, 158, 368n; the Trio takes over industries, 126, 132–3, 158, 175, 211, 368n; transition to capitalism, 140–4; Zhanaozen massacre (December 2011), 140–53, 154–5, 163, 165–8, 195, 292, 297–8, 369–70n; and Tony Blair, 154–5, 161, 163, 166, 372n; kidnapping of Ablyazov family, 189, 192–7, 198, 247, 251, 252–5, 263, 291–2, 383n, 397n, 408–9n; Kenes Rakishev in, 235–6, 237, 238, 392n, 393n; Kazaword material, 256–7, 258, 259–60, 264–5, 292, 392n, 398n; and Fraenkel’s Dual State, 268; Ablyazov convicted in absentia (2017), 293–4, 409n; protests and unrest at 2019 elections, 295, 409n; continued lawsuits against Ablyazov circle, 296–7 see also Ablyazov, Mukhtar; Nazarbayev, Nursultan; the Trio Kazaword web page, 256–7, 258, 259–60, 264–5, 292, 392n, 398n KazChrome, 132 Kazhegeldin, Akezhan, 112, 114, 155, 158, 302, 364n, 371n, 411n Kazminerals, 371n KazMunaiGas, 144 Keating, Kelly, 407n Kelimbetov, Kairat, 211–12 Kendirli (Caspian Sea resort), 142 Kenzhebaev, Bazarbai, 150, 370n KGB, 18, 23, 34, 78, 97–8, 183–4 Khashoggi, Jamal, 321, 417n Khodorkovsky, Mikhail, 34, 35–6, 38–9, 40–3, 64, 65, 190, 347n Khrapunov, Iliyas, 108–10, 123–5, 126–7, 193, 194, 198–9, 238, 362n, 366n; real estate project with Sater, 110, 198, 199–200, 203–5, 245, 246–7, 314, 324, 385–6n; pursuit of in US courts, 244–9, 324, 395–6n; and Kazaword material, 256; Arcanum’s ‘Raptor II’ targets, 259–60; continued lawsuits against in Western courts, 296–7 Khrapunov, Viktor, 107–8, 110, 123–5, 126–7, 158, 198–9, 235, 245, 246; Arcanum’s ‘Raptor II’ targets, 259–60 Khrapunova, Leila, 110, 124–5 Kieber, Heinrich, 44–5, 216 Kim Jong-un, 322 Kissinger, Henry, 50 kleptocracy: and loyalty to the boss, 10–12, 67–9, 111–15, 116, 123–5, 127, 172–3, 303, 337–8; corruption as primary mechanism of power, 100, 328–9; use of Western courts, 116–17, 159–60, 190–1, 192, 196, 237, 238, 246–8, 255–6, 296–7, 394n; and Arab Spring, 119–20, 365n; BSI as international facilitator for, 138–9, 231–2, 329–35, 420n; and propaganda, 161, 196, 233, 256, 264, 302, 303, 307; and selective justice, 327–9; Wilkins maps global network, 335–6; ‘the Nats’, 336–7; new five families of, 336–8; Covid-19 as a gift to, 336; ‘the Sprooks’, 337–8; ‘the Brits’, 337; immunity from prosecution while in power, 337; honesty as antidote to, 338–9; ‘the Party’, 338; ‘the Petros’, 338; use of Others, 338 see also entries for individual kleptocrats and countries Kongoni manganese prospect (South Africa), 279, 283, 308, 403–4n, 405n Kowenhoven, Peter, 183 Kozlov, Andrei, 231 Kozlov, Vladimir, 166–8, 373n Kravchuk, Leonid, 222 Kriss, Jody, 366n, 367n Kroll (private intelligence firm), 379–81n Krotov, Pavel, 237, 393–4n Kruchina, Nikolay, 96 Kryuchkov, Vladimir, 96 Kuchma, Leonid, 222, 224, 388n Kulibayev, Timur, 61–2, 107, 124, 143–4, 235, 236, 297, 392–3n Kuwait, 162 Kyrgyzstan, 9, 98, 165 Labour Party, 3–4, 5 Lady Lara (Machkevitch’s yacht), 274, 400n Lagarde, Christine, 230 Lansky, Meyer, 215 Lebedev, Alexander, 337, 423n Lefortovo prison (Moscow), 21 legal system, Russian: and Peter Sahlas, 30, 33, 34, 36, 38–9, 40, 42, 43; civil code for post-communist era, 33, 34, 36; Khodorkovsky prosecution, 35–6, 38–9, 40–3, 64, 65; and Fraenkel’s Dual State, 36, 38–9; persecution of Vasily Aleksanyan, 39–43, 348–9n legal system, Western: pursuit of Ablyazov in UK courts, 116–17, 159–60, 190–1, 192, 196, 237, 238, 246–8, 255–6, 296–7, 394n; UK corporate law, 117, 128–31, 367n; Ablyazov kidnapping in Rome, 189, 192–7, 198, 247, 251, 252–5, 263, 291–2, 383n, 397n, 408–9n; Pavlov’s arrest in Madrid, 191, 195, 268, 383n, 399n; courts as centres of ‘truth’, 196, 295; pursuit of Ablyazov in US courts, 238, 244–9, 324, 395n; Ablyazov extradition case in Paris, 251–2, 255, 257–8, 260–70, 291, 297, 398–9n; posting of documents online, 256; continued lawsuits against Ablyazov circle, 296–7; legal privilege in UK, 299–300, 410n Lehman Brothers, 48, 58, 59, 75, 137, 315 Leigh-Pemberton, James, 14, 342n Letta, Enrico, 253–4 Levin, Carl, 45–7, 58, 119, 170, 239, 240–1, 349n, 373n Levinson, Bob, 180, 330–2, 360n, 361n, 374–6n, 378n, 388n, 420n LGT (bank), 44–5 Libya, 120 Liechtenstein, 44–5, 240 limited liability companies (LLCs), 200–1, 202, 203 Litco (Sater front company), 395n, 418n Litvinenko, Alexander, 18, 20–1, 344n, 382n Loffredi, Stefano, 353n Lombers, Malcolm, 276 Lough, John, 16–20, 21–2, 23, 182, 342–3n, 344–5n, 344n the Loving Cup, Ceremony of, 188 Low, Jho, 324, 327, 418n, 419n Lugano (Switzerland), 25–6, 58–9, 335–6 Lugovoy, Andrey, 20–1, 344n Luxembourg, 210–12, 231 Lynch, Loretta, 79, 357n Machado, Tony, 276–7, 401n Machkevitch, Alexander (Sasha), 341n, 376n; at the Banqueting House (February 2008), 8, 9–10, 12–13, 23–4; background of, 9; and Nazarbayev, 10, 12, 123–5, 158, 198, 235, 245; ENRC listed on London Stock Exchange, 12–15, 23–4, 121–2, 128–31, 335, 367n; as Damien Hirst collector, 48, 304, 350n; wealth of, 93–4; and chairmanship of ENRC, 121–2, 174, 305; and corporate governance, 121–2, 128–31, 367n; Savarona scandal, 122–3, 125, 127, 366n; and Tevfik Arif, 125–7, 366–7n; and Felix Sater, 126, 303, 314, 366–7n; and Russian Trading Scheme, 130; and SFO, 172, 276, 300, 302, 309, 374n; and Semyon Mogilevich, 174–5, 181, 183, 184, 374–5n; and firing of Gerrard, 184, 210, 276, 282, 284, 300; sixtieth birthday celebrations (2014), 209–10, 386n; and the information battlefield, 212–13, 300–4; as celebrated philanthropist, 212, 387n; and Donald J.

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Trump, 244, 249–50, 303, 313–14, 315, 324–6, 414–15, 418–19; lobbies for Trump in Russia, 315, 325–6 Saudi Arabia, 161, 162, 301, 320–2, 372n, 417n, 418n Savarona (yacht), 122–3, 125, 127, 366n Sberbank, 211 Scaramucci, Anthony, 323 Seabeco, 98, 101–2, 131, 359n Sechin, Igor, 43 Securities and Exchange Commission, US, 352n security firms, private, 105–7, 294, 362n Selebi, Jackie, 72–3, 355n Serious Fraud Office (SFO): and Gerrard, 128, 129, 173, 367n, 411n; first contacts with ENRC (2011), 158, 172, 374n; Saudi bribery investigation (2006), 161, 301, 372n; ultimatum to ENRC (January 2013), 173–4; formal criminal investigation into ENRC, 210–11, 212, 276, 282, 284–7, 299–304, 308, 309, 402–3n, 410n; Trio’s alternative facts on, 299–304, 411n Seychelles, 400n Seydgapbarov, Kanat, 363n Shakhidi, Khofiz, 28–9, 214–15, 332, 333–4, 335, 347n, 387n, 420n, 421–3n Shalabayeva, Alma, 109–10, 269, 383n; kidnapping of in Rome, 189, 192–7, 198, 247, 251, 252–5, 263, 291–2, 383n, 397n, 408–9n; house arrest in Almaty, 198, 253; return to Italy (December 2013), 255 Sheferovsky, Michael (Sater), 79–81, 356–7n Shnaider, Alex, 100, 222–4, 226–7, 235, 316, 360–1n, 388–9n, 391–2n Shnayder, Olga, 379–80n Shvets, Yuri, 382n Shyfrin, Eduard, 223–4, 225–7, 235, 388–9n, 391–2n siloviki, 34 Simpson, Glenn, 155, 302–3, 364n, 370n, 381n, 411n Singapore, 329 Singer, Paul, 302–3 Smith, Brian A., 406–7n Smith, Roger Ewart, 387n Soares de Oliveira, Ricardo, 373n Sobotka, Benedikt, 304 social media, 313, 318 Solntsevskaya brotherhood (organised-crime group), 99–100, 175–6, 360–1n, 377n Solzhenitsyn, Alexander, 21 Soskovets, Oleg, 132 South Africa, 23–4, 53, 72–3, 278, 279, 283–4, 308, 355n, 403–4n Soviet Union: Peter Sahlas in (1991), 32–3; hard-line coup attempt (August 1991), 33; emergence of capitalism in last years, 34, 66–7, 95, 96–7, 131–2; Jewish emigration from, 75–6; invasion of Afghanistan, 82; joint ventures abroad, 96–7; Party gold moved abroad in final years, 97–8, 101; ‘friendly firms’ abroad, 97 Spicer, Sean, 275 Springfield (Missouri), 284–7, 308–9, 406–7n Squarcini, Bernard, 266, 399n St Gotthard tunnel, 25, 346n St Petersburg, 32–3, 55 steel industry, 223–4, 225–7, 316, 388–9n Steele, Chris, 303 Stein, Janet, 103 Steinmetz, Beny, 9–10, 201 Stock Exchange, London, 12–15, 23–4, 121–2, 128–31, 136, 157–8, 335, 367n Strydom, Gerrit, 284–7, 308–9, 406–7n, 406n Sunninghill Park, 107, 236, 392–3n Survivor (US reality TV show), 312 Swiss bankers: and former British colonies, 26–7, 215; anonymising of money by, 26, 70–1, 119, 186–7; collaboration with Nazis, 26, 346n; secrecy enshrined in law, 26, 230, 231, 346n; Carl Levin’s Senate hearings (2008), 45–7; and ex-Soviets in Zurich, 98; American tax-evasion prosecutions, 171, 214, 217, 240–1, 272, 373n, 394n; Cameron government’s deal with, 215, 387n; pursuit of whistleblowers, 230–1, 390n see also BSI Swiss Development Group, 200, 362n Switzerland, 99–100, 123–4, 198–9, 215, 230–1, 259–60, 296–7, 390n, 402–3n, 420n Sykes, Sir Richard, 13, 210 Syrian revolution, 119–20, 365n Taddeo, Leo, 83 Tajikistan, 28–9 Taliban, 82 Tatishev, Erzhan, 294 tax evasion: during Great Depression, 26; Carl Levin’s Senate hearings (2008), 44–7, 58, 59, 349n; bankers’ secrecy tricks, 46, 58, 59, 70–1; by banks in USA, 171, 214, 240–1, 272, 373n, 394n; and FSA, 186–7; Cameron government’s deal with Swiss, 215, 387n; and hold-mail accounts, 216–17, 240 Telford International Ltd, 203 Temerko, Alexander, 337, 423n Thatcher, Margaret, 14, 187, 262 Thirsk, Amanda, 392n Thomson, Roderick, 13 Timis, Frank, 28, 346n TNK (Tyumen Oil Company), 16–23, 182, 285, 303, 342–5n Tokayev, Kassym-Jomart, 295, 409n Touré, Mamadie, 201, 384n Tournaire, Serge, 266, 399n Tractebel (Belgian company), 112, 305, 342n Transparency International, 239–40 Trans-World (commodity trading house), 132, 175, 376n the Trio, 341n; and Nazarbayev, 10–14, 94, 123–5, 127, 132, 158–9, 198, 210–12, 245, 294, 300, 368n; as not Kazakhs, 10; troubles in Belgium, 13–14, 112, 155–6, 304–6; and Africa, 73, 135, 173, 174, 275–80, 281–7, 306, 308–9, 404–8n; ENRC buys Camec, 73, 276, 336, 355n, 401–2n; wealth of, 93–4; and Rudny fraud allegations, 94–5, 128–31, 133–5; as Birshtein’s fledglings, 102; and corporate governance, 121–2, 128–31, 367n; gangster associates of, 125, 183, 235; takes over Kazakh industries, 126, 132–3, 158, 175, 211, 368n; retains control of ENRC after flotation, 129–30, 174, 367n; Russian Trading Scheme, 129–30; formation of, 131–2; City turns on, 172, 374n; ENRC buyout/delisting scheme, 210–12, 387n; ENRC moved to Luxembourg, 210–12; and the information battlefield, 212–13, 300–4; lawsuit against SFO (2019), 299–304, 411n; in Wilkins’ red boxes, 332–5, 420n see also entries for individual members Trump, Donald J.: and dirty money, 202, 250, 303, 312, 313–16, 317–19, 324–6, 384–5n, 414–15n; and money laundering, 202, 250, 274–5, 303, 314–16, 319, 324–6, 384–5n; becomes US president (2016), 244, 249–50, 251, 274–5; and alternative reality, 274–5, 303, 311–12, 313, 317–19, 322–3, 400n, 414n, 417–18n; connections with Russia, 303, 310, 311, 315, 325–6, 414–15n; Mueller investigation into, 310, 325, 326, 413n, 419n; dealings with Zelensky, 311, 316–18, 322–3, 413–14n, 415–16n; The Art of the Deal, 313; Sater lobbies for in Russia, 315, 325–6; privatisation of power under, 316–26, 418–19n; and global alliance of kleptocrats, 319, 320–2, 337, 417n; befriends MBS in Saudi Arabia, 320, 417n; and Khashoggi murder, 321; public record as malleable, 322–3, 417–18n; Sater dropped by, 325, 326, 418–19n; impeachment trial, 337; as ‘Nat’ kleptocrat, 337 Trump, Donald Jr, 315 Trump, Ivanka, 315, 323 Trump, Melania, 323–4, 418n Trump Ocean Club (Panama), 202, 315, 384–5n, 414n Tshisekedi, Felix, 308 Tsvangirai, Morgan, 48, 54, 56–7 Tuletayeva, Roza, 140–53, 167, 195, 292, 298, 369–70n Tunisia, 120 Turganbaev, Amanbek, 147, 297–8 Turganbaev, Torekhan, 146–7, 297–8, 370n Turkey, 122, 125–6, 321, 324, 337, 418n Turkmenistan, 379n UBS (Union Bank of Switzerland), 45–7, 59, 171, 214, 241, 349n Ukraine, 98, 100, 181; gas pipeline through, 100, 222, 224, 289, 331, 389n; and privatisation of power, 221–2, 224–7, 316–17; Russian military in (2014), 221, 233, 237, 311, 388n; and Birshtein, 222–3, 388n; liberalised economy, 222, 223; steel industry, 223–4, 225–7, 316, 388–9n; Orange Revolution (2004–5), 224–5, 330; demands Ablyazov’s extradition, 255, 265; Trump’s dealings with Zelensky, 311, 316–18, 322–3, 413–14n, 415–16n uranium, 10, 55 Uzbekistan, 165 Valls, Manuel, 260, 265 Van de Weghe, Eric, 363n Vaxevanis, Kostas, 230, 390n VEB (Russian state bank), 225–6 Venezuela, 337 ‘venture capitalists’, 13 Veselovsky, Leonid, 97, 98, 359n Volkov, Anton, 96, 97, 102, 359n, 360n VTB (Vneshtorgbank), 211 Wahid, Ron, 105–7, 244, 247, 248, 258–9, 263, 294, 362n, 395n, 398n Waksman, Judge David, 386n Warby, Mr Justice, 363n Wassmer, Sam, 408n Wealth Management Group Ltd, 335, 421–3n, 421n Webbstock, Derek, 278 Wegelin & Co (Swiss bank), 171, 214, 373n Wen Jiabao, 320 Wheatley, Martin, 187, 241, 382n, 395n WikiLeaks, 93, 230, 344n, 352n, 358n, 378n Wikipedia, 196, 323, 383n Wilkins, Nigel, 341n, 382n, 420n; and Labour Party, 3–4, 5; character and background of, 3–5; as ‘compliance officer’ at BSI, 3, 6–7, 27–9, 45, 46–7, 58–9, 70–1, 214–16; theft from BSI, 3, 59, 71, 137, 138, 272, 339; career in economics, 4, 5–6; post at FSA, 5–6, 59, 120, 137–8, 185–7; campaigns against abusers of power, 6, 138–9; view of FSA/FCA’s performance, 6, 137–8, 185–7, 243; and Khofiz Shakhidi, 28–9, 214–15, 332, 333–4, 335, 347n, 387n, 420n; and Carl Levin’s Senate hearings (2008), 45–7, 59; dismissed by BSI (2008), 58, 59; dismissed by BSI (2008), 58, 59, 70, 353–4n; wrongful dismissal case against BSI, 70–1, 353n, 354n; ‘top secret’ red boxes, 71, 89, 137, 138–9, 187–8, 214–15, 216, 242, 272; warns UK authorities about BSI (2008), 71, 88–9, 137, 187–8, 214–15, 216, 231, 240, 329–30, 358n; meets with HMRC (2010), 88–9, 137, 358n; sees vast scale of financial criminality, 119, 120, 231; view of City, 120, 271, 399n; works at Corporation of London, 120, 136–7; as devoted reader of Private Eye, 136; moral view of financial corruption, 138–9, 243; belief in institutions and rule of law, 171, 215–16, 231–2; and Ceremony of the Loving Cup, 188; FCA management ‘concerns’ over, 207–8, 386n; ill health, 207–8, 229–30, 239, 389n; sarcoidosis diagnosis, 207–8, 229, 239; email to FCA about BSI (June 2014), 217, 228–9, 389n; suspended by FCA, 229, 230, 231–2, 358n; FCA fires for gross misconduct, 232, 239, 272; Employment Tribunal case against FCA, 239–40, 241, 242–3; settlement with FCA, 242–3, 272; gives red box information to HMRC, 242; shares red boxes with FT journalist, 272; death of (February 2017), 289–90; names in red boxes, 329–31, 332–5, 420n; funeral of, 329; maps global kleptocrat network, 335–6; idea for a book, 339; FCA disciplinary report, 347n Williams, Trefor, 103–5, 110, 117, 160, 205–6, 252, 294, 304, 362n Wilson, Harold, 3–4 WMG Advisors, 421–3n The Wolf of Wall Street (film), 327 Wordpress blog site, 256 World Bank, 235–6 Wyden, Senator Ron, 415n Xi Jinping, 319–20, 416–17n Yamadayev, Sulim, 391n Yanukovych, Viktor, 224, 225 Yashin, Ilya, 391n YBM Magnex, 178–9, 180, 181, 182, 376n Yeltsin, Boris, 33–5, 100–2, 330, 361n, 420n Yeo Jiawei, 329, 420n Yerimbetov, Iskander, 293, 409n Yukos (oil company), 34, 35–6, 38–43, 64, 65, 347–8n, 348–9n Zaharia, Alina, 247–9, 396n Zambia, 278–9, 286 Zanaboni, Fabrizio, 27, 29, 332, 346n Zaporizhstal steel mill (Ukraine), 223, 224, 225–7, 235, 316, 388–9n Zaslavskiy, Ilya, 20–1, 22, 23, 342–3n, 343–4n, 344–5n Zecchin, Georges, 361n Zelensky, Volodymyr, 311, 316–17, 318, 322–3, 413–14n, 415–16n Zhanaozen massacre (Kazakhstan, December 2011), 140–53, 154–5, 163, 165–8, 195, 292, 297–8, 369–70n Zhuaspaeva, Gulnara, 152, 370n Zimbabwe, 48–9, 50, 51, 52–4, 72, 278, 285, 423n; 2008 elections, 48, 54, 56–7, 73, 185–6, 277, 336, 351–3n; Western sanctions on, 53–4, 276, 277, 278, 401–2n; and hedge funds, 54, 55–7, 73, 185–6, 280–1, 336, 351–2n; Operation Makavhoterapapi, 56–7, 73, 185–6, 277, 336, 351–3n; 2013 election, 306–7; EU sanctions lifted (2013), 306–7, 412n; Mugabe’s departure (November 2017), 306, 336 see also Mugabe, Robert zinc, 10 Zuckerberg, Mark, 313 Zürich, 98 About the Author TOM BURGIS is an investigations correspondent at the Financial Times who has reported from more than forty countries.

Power Play: Tesla, Elon Musk, and the Bet of the Century
by Tim Higgins
Published 2 Aug 2021

Those who worked on it said the idea was omitted, in part, because selling Tesla as an investment was already going to be hard enough. Having an entrenched, unpredictable leader tethered to the company could make the IPO more challenging still. (Plus, Musk’s brother, Kimbal, was on the board, already raising one corporate governance question around nepotism.) The best that Musk got was a provision requiring that any measure by shareholders to force changes, such as an acquisition or sale, must pass with a two-thirds tally of outstanding shares—a supermajority provision that could effectively give Musk a veto over articles he didn’t like.

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With news of the SolarCity deal and Tesla’s tumble, CNBC knew just who to turn to. The business channel interrupted its afternoon coverage with a blaring “breaking news” banner. Jim Chanos had sent a statement lambasting the proposal: “The brazen Tesla bail-out of SolarCity is a shameful example of corporate governance at its worst.” Of course, Chanos had a dog in the fight. While Tesla was tanking, SolarCity shares were soaring—bad news if, like Chanos, you were betting on SolarCity’s collapse. But the bad reviews were coming from more than just short sellers. Tesla’s consultants, a firm called Evercore, began collecting a string of negative industry analyst notes, used by investors to gauge the market.

…

And the most stinging came from Morgan Stanley’s Adam Jonas, the analyst whose enthusiasm for Tesla helped inspire his return to the U.S. from London: “We believe Tesla’s most valuable asset may be the trust it has built with its providers of capital. Even a rejected deal could ‘leave a mark’ in terms of investor questions of corporate governance, altering the price that investors may demand on Tesla’s capital.” Amid the market onslaught, the National Highway Traffic Safety Administration, the federal regulator that oversees cars, equipped with the power to force painful and costly recalls, announced it was opening an investigation into the fatal Florida crash, making public for the first time its concerns about Tesla’s Autopilot feature and setting off critical media coverage of the system.

A City on Mars: Can We Settle Space, Should We Settle Space, and Have We Really Thought This Through?
by Kelly Weinersmith and Zach Weinersmith
Published 6 Nov 2023

We should always remember that these settlers will be regular people, and regular people’s daily concerns are much less about grand narratives than about their homes, their jobs, and their groceries. Ultimately, we don’t know what the outcome will be for a space company town, or any other economic structure. It’s easy enough for authors to suggest corporate governance or to say corporate governance would be awful, but the truth is that the details matter a lot. A large Mars settlement with multiple employers who each have enough life-support resources to take on new employees, and with a well-developed transport infrastructure to get people off planet, isn’t just a bigger version of a small settlement.

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While Starbase might formally be a company town, in the sense of being a town where almost everyone is employed by a single entity, the risk of some kind of corporate nightmare scenario struck us as low. In thinking about company towns for space, details like this really matter. The truth is, company towns aren’t inherently evil; often they’re just fairly boring small towns oriented around mining or timber. Occasionally the corporate governance is quite well liked. Sometimes, attempts to roll back paternalistic corporate influence are actively resisted by local families. In other cases, like the notorious Battle of Blair Mountain, labor disputes have led to bombs getting dropped on civilians from airplanes. The danger most relevant to space is that remote company towns tend to put a lot of power in the hands of the company, leaving employees vulnerable.

Race Against the Machine: How the Digital Revolution Is Accelerating Innovation, Driving Productivity, and Irreversibly Transforming Employment and the Economy
by Erik Brynjolfsson
Published 23 Jan 2012

Aided by digital technologies, entrepreneurs, CEOs, entertainment stars, and financial executives have been able to leverage their talents across global markets and capture reward that would have been unimaginable in earlier times. To be sure, technology is not the only factor that affects incomes. Political factors, globalization, changes in asset prices, and, in the case of CEOs and financial executives, corporate governance also plays a role. In particular, the financial services sector has grown dramatically as a share of GDP and even more as a share of profits and compensation, especially at the top of the income distribution. While efficient finance is essential to a modern economy, it appears that a significant share of returns to large human and technological investments in the past decade, such as those in sophisticated computerized program trading, were from rent redistribution rather than genuine wealth creation.

Security Analysis
by Benjamin Graham and David Dodd
Published 1 Jan 1962

Despite a litany of administrative and technical difficulties that remain even to this day, concerns regarding corporate governance and securities regulation are overblown. International corporate governance protections for investors, especially in Europe, increasingly resemble those in the United States. Nonexecutive board chairs exist in practice in many countries, a trend that is gaining steam in the United States. Additionally, although European markets lack new mandates for corporate board conduct such as those recently promulgated in the United States under Sarbanes-Oxley, the reality is that their principles-based systems of corporate governance provide every bit as much protection as our country’s rules-based structure.

…

Even as recently as the 1980s, foreign investing was difficult. By U.S. standards, overseas markets were illiquid and trading costs high. Accounting practices were foreign, to say the least, and disclosure was less transparent than in the United States. That was not all. Consider the challenges posed to the would-be global investor by local corporate governance and management practices; restrictions on capital movements; variations in taxation; differences in language, culture, and political stability; unusual hours at which trades are executed; complexity of foreign exchange transactions; currency risks; and logistics involved in managing custody of foreign securities.

…

That is why Buffett looks for managers who emphasize the long-term protection and enhancement of their business franchises and are primarily concerned with the effectiveness of a company’s capital allocation process. When investing in foreign companies, you really need the kind of managers that Buffett covets because corporate governance rules and management practices are generally less responsive to shareholder concerns than they are in the United States. If management does not get it right, you cannot count on your fellow shareholders to make it happen. Also, while cultural and language differences make it difficult to render judgments based on direct contact with overseas managers, management’s long-term record is available.

When Free Markets Fail: Saving the Market When It Can't Save Itself (Wiley Corporate F&A)
by Scott McCleskey
Published 10 Mar 2011

Moreover, banks are expected to conduct ‘‘regular internal reviews’’ to ensure compliance with the process, and to ensure that sufficient documentation is created to facilitate such reviews. For many banks, all this will be new. The third principle requires banks to have ‘‘strong and effective corporate governance to help ensure sound compensation practices.’’ An expectation of effective corporate governance is by no means new, but the guidance reflecting this principle requires direct involvement of the board in the incentive compensation process, including the expectation that the board should ‘‘monitor the performance, and regularly review the design and function’’ of the incentive compensation program, and should receive data and analysis C06 06/16/2010 56 11:18:9 & Page 56 Rewarding Success, Rewarding Failure: Incentives and Compensation from within the organization as well as external sources sufficient to permit this review.

The Bitcoin Guidebook: How to Obtain, Invest, and Spend the World's First Decentralized Cryptocurrency
by Ian Demartino
Published 2 Feb 2016

Chapter 14: Day Trading Chapter 15: Altcoin Trading and Pump-and-Dumps Chapter 16: Peer-to-Peer Lending Chapter 17: Investing in Other Commodities Using Bitcoin SECTION III: WHAT CAN BITCOIN DO FOR ME? Chapter 18: Remittance Chapter 19: Microtransactions Chapter 20: Start-up Funding SECTION IV: THE FUTURE OF BITCOIN Chapter 21: Altcoins and Bitcoin 2.0 Projects Chapter 22: Distributed Autonomous Corporations, Governance, and Niche Economies Index Foreword This is my first book, so I can’t pretend to be an expert on how these things are supposed to go. What I do know is that when you sit down to write a book, you should make sure you know who your audience is. This is true about writing anything, but it is particularly true when you sit down to write 80,000 words.

…

Accessed June 22, 2015. http://www.coindesk.com/lead-developers-leave-overstocks-medici-project/. 9 DeMartino, Ian M. “Chat Logs Allegedly Show Bter Creating and Pumping Its Own Coin.” CoinTelegraph. January 3, 2015. Accessed June 22, 2015. http://cointelegraph.com/news/113238/chat-logs-allegedly-show-bter-creating-and-pumping-its-own-coin. Chapter 22: Distributed Autonomous Corporations, Governance, and Niche Economies I am passionate about bitcoin because I believe it is one of the most exciting inventions of the last two decades and is a platform for building de-centralized trusted applications for financial services, commerce and governance. Much more than just a currency, bitcoin is the Internet of Money.

Boeing Versus Airbus: The Inside Story of the Greatest International Competition in Business
by John Newhouse
Published 16 Jan 2007

To have lost ground to the Germans over the EADS-Airbus management issue immediately thereafter would have been a second political blow that his German partners were reluctant to deliver. Moreover, while the two parties are equal partners, the French continue to regard Airbus as a fiefdom. A year later, in June 2006, the issue of corporate governance flared up again as the second and more injurious crisis involving the A380 struck Airbus/EADS. The production problems that were slowing down the program and that management should have disposed of had become enmeshed in cross-border politics and political infighting. This time, Forgeard was in the crosshairs, especially after he initially sought to hang the blame on the German factories, then, under pressure, included a French site in his critique, and still later expressed regret at having said anything at all.

…

The distant third was Condit, with about 816,000 shares.43 “So now Boeing had the two largest of its individual investors joined at the hip,” recalls Richard Aboulafia, one of the aircraft industry’s most highly respected analysts. “Both were now board members, and one was chief operating officer and president. This would make Michael Eisner blush. From a corporate governance point of view, it amounted to rank incompetence or something more sinister. In principle, there was no obstacle to the pair of them ripping the company apart for cash. In practice, that was unlikely, but the Stonecipher-McDonnell alliance could have affected Boeing’s plans for the future, and not to the advantage of the Boeing Commercial Airplanes company.”44 Not long after the merger, Larry Clarkson ran into T.

The Future of Capitalism: Facing the New Anxieties
by Paul Collier
Published 4 Dec 2018

The starting point for a new approach is to recognize that the role of the large corporation in society has never properly been thought through. The boards that run large companies are taking decisions of overarching importance for society. Yet their present structure is the result of individual, unco-ordinated decisions, each of which happened to lead to some further decision that had not been anticipated. The system of corporate governance has lacked any process remotely equivalent to the intense and shrewd public discussion, embodied by the Federalist papers, that produced the American Constitution and its system of national governance. Public policies towards business have been incremental, and so have never properly addressed the fundamental issue of control.

…

This system is not intrinsic to capitalism: it arose because, in the early stages of firm growth during the eighteenth century, the binding constraint was raising enough finance for risky investments that needed a minimum scale. That world has been superseded. The risk of financial loss is now routinely addressed by diversification, information and checks on corporate governance. There is plenty of capital willing to finance risky investments (as evidenced by the dot. com boom, followed by the securitized mortgage boom). People are now willing to buy non-voting shares: they take the same risks as other shareholders but without the power of control. The largest undiversified risks are now probably those of long-serving employees, who have invested their human capital in a single company, and customers who have locked themselves into long-term structures of supply, yet who are usually unrepresented on the board.

The Wisdom of Psychopaths: What Saints, Spies, and Serial Killers Can Teach Us About Success
by Kevin Dutton
Published 15 Oct 2012

Yet the new millennium has seemingly ushered in a wave of corporate criminality like no other. Investment scams, conflicts of interest, lapses of judgment, and those evergreen entrepreneurial party tricks of good old fraud and embezzlement are now utterly unprecedented. Both in scope and in fiscal magnitude. Corporate-governance analysts cite a confluence of reasons for today’s sullied business climate. Avarice, of course—the backbone of Gordon Gekkoism—is one of them. But also in the mix is so-called guerrilla accounting. As Wall Street and the London Stock Exchange expected continued gains and the speed and complexity of business increased exponentially, rule-bending and obfuscation suddenly became de rigueur.

…

It is psychopaths, he concludes, who are to blame for the global financial crisis, because their “single-minded pursuit of their own self-enrichment and self-aggrandizement to the exclusion of all other considerations has led to an abandonment of the old-fashioned concept of noblesse oblige, equality, fairness, or of any real notion of corporate social responsibility.” There’s no denying he might well be onto something. On the other hand, however, there’s society in general, proclaims Charles Elson, head of the Weinberg Center for Corporate Governance at the University of Delaware—who proposes that rather than laying the blame solely at the door of the corporate fat cats, it should, instead, also be pinned on a culture of moral malfeasance, in which truth is stretched on a rack of sententious self-interest, and ethical boundaries blurred way beyond anything of conscionable cartographical interest.

The New Tycoons: Inside the Trillion Dollar Private Equity Industry That Owns Everything
by Jason Kelly
Published 10 Sep 2012

Dollar General caught the attention of some of the world’s foremost investors, including Warren Buffett, who was among the 10 biggest shareholders of Dollar General as of late 2011. He more than doubled his stake during the third quarter of that year. His interest is especially interesting given that he’s been a vocal critic of private equity, with which he’s sometimes gone head to head in buying companies. In a 2010 speech that was pre-recorded and played at corporate governance conference, he said Berkshire Hathaway had avoided buying companies outright from buyout firms in part because they “don’t love the business” in the same way long-time owners do. His preference is to keep owners after the acquisition to take advantage of their “passion” for the company.5 Part of the attraction for Wall Street about the Dollar General story is the relative outperformance of the company versus Family Dollar, which fended off its own takeover in 2011.

…

A person familiar with the transaction said that Nexeo had in fact gone to great lengths to ensure that those who switched from pensions to the defined benefits plan got a deal that ultimately would have similar benefits and without the risk of an underfunded pension. One way unions and others have sought to ensure private-equity firms act responsibly is through programs like the United Nations Principles for Responsible Investing, which ask investors to sign on and follow certain guidelines around environmental social and corporate governance (known as ESG). Like the principles created by the Institutional Limited Partners Association, the UNPRI has become a way to keep an eye on private-equity firms and either encourage or require them to meet certain agreed-upon standards or explain why they didn’t. KKR in 2011 released a companion report to its annual report focused exclusively on ESG issues.

Uncomfortably Off: Why the Top 10% of Earners Should Care About Inequality
by Marcos González Hernando and Gerry Mitchell
Published 23 May 2023

And without innovation, economic growth and solutions to pressing societal problems – whether a pandemic, climate change or the digital divide – will remain out of reach.50 However, rather than a government with moral resolve and a bold, visionary plan for our future, the pandemic has exposed the moral bankruptcy of the corporate governance we currently have. It has allowed billions in public bailout money to be funnelled to shareholders while jobs are cut and massive companies are allowed to profiteer in crucial sectors of the economy. Although we understand the circumstances of the emergence of the British modern welfare state were not the same as today’s, we cannot continue to delay action on structural challenges such as net zero.

…

A abortion, top 10% attitudes towards 6, 16 academics/academia 5, 9–10, 54 knowledge production and enabling of the wealthy 132–3 acceleration, of the pace of life 128–9 accountancy firms 67, 68, 108, 109, 126 accumulation 135–6 Advani, A. 179, 180 affluence 22, 144, 162, 180 see also top 1%; top 10%; wealth age profile of the top 10% 8 agency 49 Alamillo-Martinez, Laura 73 Amazon 180 Ambler, L. 132–3 anti-elitism 12, 46, 96 anxiety 72, 130, 150 and status 135, 165 see also mental health ‘anywheres’ 96 ascriptive identities 153 attitudes to cultural issues 42, 84 to economic issues 6, 8, 11, 16, 18–19, 42, 42, 77, 92–3, 161–4 to political issues 8, 16–17, 42, 76–99 to social issues 6, 8, 16, 18–19, 42, 65–71, 77, 92, 92–3, 161–3, 164–6 austerity policies 10, 11, 13, 16, 76, 78–9, 105, 115–16, 169–70 automation 79, 158, 160 B Bangladeshi ethnicity, in the top 10% 30 Bank of England 78, 105, 164, 175 ‘bank of mum and dad’ 29, 111 Barber, Rob 1, 2, 4, 181 Barclay family 121 BBC 11 Beck, U. 64 Bell, Torsten 2, 6 Berman, Y. 34 Berry, C. 82 Bezos, Jeff 144 Biden, Joe 142 Big Four accountancy firms 67, 68 see also accountancy firms Bill of Rights 121 Bitcoin 143 Black African/British/Caribbean ethnicity, in the top 10% 30 Black Lives Matter 113 Black Report 1977 115 Blair, Tony 9, 84, 185 Blakeley, Grace 139, 176 Bolsonaro, Jair 96, 98 ‘boundary work’ of elites 45 Bourdieu, Pierre 40 Brahmins 38, 41–2, 43, 44, 45, 46, 47, 50, 51, 59, 61, 68, 73, 74–5, 84, 96, 167, 185 ‘brain drain’ 124 see also mobility Brexit 11, 16, 76, 80, 86–7, 97, 101–2, 125 Brown, Gordon 175 Bullough, Oliver 113–14 bunkers 130, 131, 144, 187 Burgon, Richard 1, 3, 6 business support schemes, COVID-19 pandemic 15, 104, 126–7, 140, 151 C Cambridge University 28–9, 119 Cameron, David 84 capital, income from 33–4 capital flight 124 capital tax, global 180 car ownership 153 carbon emissions 54, 114–15, 135, 143, 145, 171, 172, 178 see also climate change 236 Index care see social care Centre for Economic Performance 163 Chancel, L. 176–7 charitable donations 70–1 charitable sector 132 child poverty 170 see also poverty children of the top 10% 27, 35–6, 100–1, 109, 111–12, 183–4, 186 ‘bank of mum and dad’ 29, 111 childcare costs 135–6 downward social mobility 31–2, 162 social reproduction 135–7 US 57 Chinese ethnicity, in the top 10% 30 class 39–40 cultural signifiers of 39, 40–1 ‘death of ’ 39 and education 40–1, 46, 51, 58–9 inherited nature of 148 middle class 33, 39, 40, 133, 136, 148 and social mobility 57–8 terminology of 38–9 upper class 38–9, 133 upper-middle class 4, 16, 27, 31–2, 38–54, 39 (see also top 10%) working class 24, 39, 57, 101–2, 148 climate change 54, 100, 101, 114–15, 125, 135, 141, 171–2 carbon emissions 54, 114–15, 135, 143, 145, 171, 172, 178 need for collective action on 122–3 net zero 174, 176–7 coalition government (Conservative/ Liberal Democrat) 78 collective denial 139–42 common sense 11, 19, 74, 89, 90, 108, 126, 130, 147 community gender and community involvement 70 top 10%’s lack of awareness of/ involvement in 45–6, 49–50, 127–31, 131, 150–1, 154–7, 164–6 ‘compensatory consumption’ 129, 134 Conservative Party/Conservatives 3, 16, 53, 76–7, 84, 85, 88, 97, 99, 120, 179 leadership election, 2022 39 taxation policy 3, 53 traditional supporters 44 consumption 152–4, 169, 171, 178 ‘compensatory consumption’ 129, 134 environmental impact of 135 luxury consumption, and climate change 114–15 Corbyn, Jeremy 11, 16, 80, 84, 85, 87, 96, 97 corporate governance 174 corporate responsibility 70–1 corporate sector 46, 51, 59, 64, 65–6, 67–8, 71, 88–9, 108, 128, 153 corporation tax 105–6, 113, 180 cost of living crisis 14, 52, 76, 101, 104, 106, 127, 177–8 council tax 110, 180 COVID-19 pandemic 13, 15, 72–3, 103–4, 116, 126, 134, 142, 144, 151 furlough and business support schemes 15, 104, 126–7, 128, 140, 151 political impact of 87–8 Coyle, Diane 145 crises cost of living crisis 14, 52, 76, 101, 104, 106, 127, 177–8 of democracy 119–21 global financial crisis, 2008 31, 77–9, 126, 140 cryptocurrencies 143–4 cultural attitudes of the top 10% 42, 84 cultural capital 40, 41, 46, 51 cuts, in public services 78–9, 105, 117, 170 D deindustrialisation 28 democracy crisis of 119–21 erosion of 76, 81–2 demographic profile of the top 10% 8 depression 130, 150 see also mental health ‘deserving’, the 23, 57, 74 see also ‘undeserving’, the disability and social mobility 58 welfare benefits 78, 79, 175 Disability Rights UK 175 diversity and inclusion targets 57 domestic work see unpaid work Dorling, Danny 35, 146–7, 156, 183 downward orientation 35, 46, 47 downward social mobility 14, 36, 73, 136, 152, 162, 182 237 Uncomfortably Off children of the top 10% 31–2, 162 income and status insecurity 51–2 Dubai 133 Durose, Oly 39–40 E Earth4All 177 economy economic attitudes of the top 10% 6, 8, 11, 16, 18–19, 42, 42, 77, 92–3, 161–4 economic common sense 89, 90 GDP, as indicator of success 176 Economy 2030 Enquiry 109 EDF 106 Edmiston, Daniel 49 education and class 40–1, 46, 51, 58–9 inequalities 17, 100–1, 117–19, 136 Ofsted ratings and league tables 137 and political attitudes 41, 42 and social capital 60 and social mobility 58–60, 147–8 state education 36, 60, 119, 136, 137, 148, 170 see also higher education; private education Ehrenreich, Barbara 152 Elections Bill 2021 120 Electoral Calculus 173 Electoral Commission 120 electoral system reform 172–3 Eliasoph, Nina 81 elites 39, 44–5, 77 anti-elitism 12, 96 employment 151 blue-collar 28 good jobs 55–61 hard work 48, 50, 61–73, 162 impact on society of 65–71 inequalities 17, 100, 107–9 low-wage work 62, 127 precarity 61, 107–9 presenteeism 64 public sector 109 and purpose 66–7, 71, 75, 162 and self-respect 55–6 and status 55–7, 68, 74 structural labour market change 27–8, 158 top 10% 6, 16, 24, 25, 26–8, 55–75 total British employed 2 white-collar 28 work-life balance 18, 171 workplace reform 71–2 see also unpaid work energy costs 101, 104, 105–7, 175 energy industry privatisation of 177–8 windfall taxes 177 environmental issues 54, 161 carbon emissions 54, 114–15, 135, 143, 145, 171, 172, 178 net zero 174, 176–7 equality of opportunity 57, 153 equality of outcome 57 ESS (European Social Survey) 89, 92 ethnicity see race and ethnic origin Eton College 26, 119 EU-SILC (European Union Statistics on Living Conditions) 24, 28, 29–30, 32, 33 Eurofound 27–8, 36–7 European Convention on Human Rights 121 European Social Survey (ESS) 89, 92 European Union Statistics on Living Conditions (EU-SILC) 24, 28, 29–30, 32, 33 experts, anti-elitist attitudes towards 12 Extinction Rebellion 84 ‘extraction capitalism’ 112 F Farage, Nigel 96 ‘fear of falling’ 152, 182 see also downward social mobility feminism 56 financial sector 51–2, 88–9 food food banks 93, 175 ‘right to’ 178 foreign policy, top 10% attitudes towards 6, 42 formal work see employment ‘fortification mentality’ 134–5 Frank, Robert H. 48 Friedman, Sam 27, 29, 31, 40, 57 furlough scheme, COVID-19 pandemic 15, 104, 128, 140, 151 G Gallup Poll, US 22, 26 Gates, Bill 144 GDP, as indicator of success 176 gender gender profile of the top 10% 8, 29–30 inclusivity 152–3 social mobility 57–8 general election, 2019 1, 76, 97, 120, 173 Generation Z 17, 100, 118 gentrification 133–4 238 Index Germany 159, 169 Gethin, Stephen 121 Ghosh, J. 132–3 Giddens, A. 64 Gilens, Martin 42–3 gilets jaunes (yellow vest) movement, France 115 global financial crisis, 2008 31, 77–9, 126, 140 global warming see climate change globalisation 39 offshoring 79, 109, 158 Good Friday Agreement 121 good jobs 55–61 see also employment Goodhart, David 96–7 Gove, Michael 84 government debt 140 government employees, as members of the top 10% 5 government spending 169–70 see also public services; welfare state Graeber, David 46, 66, 75, 129, 157 Great British Class Survey 2013 39 Green, Duncan 184 Green New Deal 176 Green Party 87, 120, 178 Guinan, J. 82 H House of Commons Committee for Business, Energy and Industrial Strategy 107 household debt 152 housing 52 and climate change 114 house prices 33 housing costs 110, 111 inequalities 17, 100, 107–9, 133–4 insulation grants 176 mortgages 33, 52, 106, 110 and state education 137 see also home ownership; homelessness human rights 121 Human Rights Act 1998 121 I Haldane, Andy 164 hard work 48, 50, 61–73, 162 HC-One 107 healthcare 144, 168 inequalities 112–14, 138, 139 NHS 91, 94, 116, 137, 138, 170 private healthcare 116, 137, 140, 159, 167–8, 182 Hecht, Katharina 62 higher education 30–1, 58, 136, 147–8, 183 elite 17, 26, 28–9, 73, 74, 100 and employment 57, 61 inequalities 17, 100, 117–19 mental health issues 73 post-1992 28 and social capital 118 student debt 37 US 57, 74 Hills, John 168 HMRC, income survey 5–6 hoarding 135–6, 144 home ownership 33, 52, 110, 111 see also housing homelessness 93 see also housing immigration, top 10% attitudes towards 6, 16, 42, 43 income distribution 133, 168 misconceptions around 1–4 Palma ratio 22–3 UK breakdown, 2019/20 7 income from capital 33–4 income tax 178–9, 181 Indian ethnicity, in the top 10% 30 inequalities 53, 77–8, 92–3, 100–23, 129–30, 153–4, 165–6, 183 and the COVID-19 pandemic 127 and education 17, 100–1, 117–19, 136 and employment 17, 100, 107–9 global 177 growth of 14, 32–3 healthcare 112–14, 138, 139 higher education 17, 100, 117–19 housing 17, 100, 107–9, 133–4 intergenerational 14, 17, 100, 109, 111–12, 117–18 labour market 60–1 and politics 87 private sector responsibility 69–71 and the top 10% 8, 17, 101–23 and the ‘undeserving’ 148–50 inflation 101, 105 Inflation Reduction Act 2022, US 169 informal work 56–7 inheritance, and housing inequality 111 Institute for Fiscal Studies 26, 105 Institute for Government 104 insulation 125–7, 130, 144 interdependence 175–6 Intergenerational Commission 118 intergenerational inequalities 14, 17, 100, 109, 111–12, 117–18 International Labour Organization 56 interview panels 40 239 Uncomfortably Off IPCC (Intergovernmental Panel on Climate Change) 114 Ireland 5, 13, 33, 155 isolation 127–31, 131, 144, 150–1 Ivy League universities, US 57 J jobs see employment Johnson, Boris 11, 26, 76, 84, 87, 97, 119, 121 Johnson, Paul 105 Jones, Owen 133, 148 K Kawachi, I. 116–17 key workers 127, 144, 150, 165 Khan, Shamus 152–3 King’s Fund 138 Kwarteng, Kwasi 3, 105 L labour market 60–1, 79–80 Labour Party/ Labour 1, 2, 44, 76, 80, 82–3, 84, 85, 89, 120, 122, 180, 194 New Labour 9, 78, 85 Lamont, Michèle 44–5 land values 110 Lansley, Stewart 112, 114, 151 Laurison, Daniel 27, 29, 31, 40, 57 Lawson, Neal 154 Le Pen, Marine 96, 98 left, the and Brahmins 41 social attitudes of the top 10% 16, 4 2 LGBTQ+ people, top 10% attitudes towards 43 Liberal Democrat Party 76, 84, 85, 86, 102, 120 liberalism small-l liberalism 96, 98, 182 life expectancy 79, 115, 138 Lindner, Christian 169 living standards 23–4 see also cost of living crisis local government 81–3, 117 local politics 81, 82–3 low-wage work 62, 127 luck 48, 59, 61 luxury consumption, and climate change 114–15 Lynch, Mick 178 M Major, John 60 Make Votes Matter 84 management consultants 47, 59, 70, 86, 90, 108, 126, 130, 147 Mandler, Peter 148 manners elite 45 market failures 105–7, 141 marketisation 137–9 Markovits, D. 20 Marmot reports, 2010 and 2020 115–16, 117 Mason, Paul 142 May, Theresa 84, 87 Mazzucato, Mariana 173–4 mean-tested benefits 77, 93–4, 159 media control of 120 as members of the top 10% 5, 26 Members of Parliament (MPs) 5, 76 men community involvement 70 see also gender mental health anxiety 72, 130, 135, 150, 165 depression 130, 150 higher education 73 unequal societies 130 working hours reduction 171 Merchants 38, 41–2, 43, 45, 46, 47, 48, 50, 53, 61, 65, 68, 69, 72, 73, 88–9, 96, 98, 160, 162, 174 meritocracy 6, 11, 18, 19, 20, 39, 47, 58, 65, 68, 74, 100, 109, 111, 118, 146–9, 165, 170, 181, 184–5, 186 middle class 33, 39, 40, 133, 136, 148 Mijs, Jonathan 118, 155–6, 156–7 Milanovic, Branco 14, 34 Millennials 17, 100, 117, 118 minority rights, top 10% attitudes towards 6, 43 mobility 17–18, 124–5, 144, 148, 167 money, cultural taboos around 3 money elite 45 monopolies 140 and energy market failure 106–7 morals elite 45 mortgages 33, 52, 106, 110 MPs (Members of Parliament) 5, 76 multinational companies, taxation of 180 Murdoch, Rupert 120 N NatCen Social Research 24, 39 National Union of Rail, Maritime and Transport Workers 178 240 Index Nationality and Borders Bill 2021 120 neoliberalism 142 net zero 174, 176–7 networking 63 see also social capital New Labour see Labour Party/Labour NFTs (non-fungible tokens) 143–4 NHS 91, 94, 116, 137, 138, 170 Nietzsche, F. 46 Nixon, B. 82 Northern Ireland 121 O Obama, Barack 96 occupation see employment Occupy movement 181 OECD (Organisation for Economic Co-operation and Development) data 23, 31 Office for National Statistics (ONS) 24, 29 offshoring 79, 109, 158 Olson, Dan 144 online shopping, and the COVID-19 pandemic 134 online working see working from home ONS (Office for National Statistics) 24, 29 Organisation for Economic Cooperation and Development (OECD) data 23, 31 overwork 69, 75 see also working hours Oxford Brookes University 29 Oxford University 28–9, 119 P Pakistani ethnicity, in the top 10% 30 Palma ratio 22–3 Parra, Nicanor 32 Parsons, Tony 3 participation, political 80–5, 172–3 ‘partygate’ scandal 76 Paugam, Serge 49–50 pensions, state 138 performance management 72 Personal Independence Payment 79 PFIs (private finance initiatives) 139 Piketty, Thomas 5, 14, 31, 38, 41, 42, 113, 180 Polanski, Jack 178 polarisation, political 14, 85–6, 98, 102, 172 Policing Bill 2021 120 politicians, as members of the top 10% 5, 26 politics 76–99, 181 centre ground 85–8 contemporary context 77–80 party membership 82–3, 84 political change 184–5 political participation 80–5, 172–3 political polarisation 14, 85–6, 98, 102, 172 political reform 172–3 and trust 76, 82 populism 11, 14, 16, 76, 77, 98, 102 positionality of authors 8–11 poverty 59, 78, 93, 151, 174, 175 child poverty 170 and education 118 and the ‘undeserving’ 148–50 precarity, of employment 61, 107–9 presenteeism 64 private education 54, 118–19, 136, 137, 147–8, 159, 162, 167, 170, 182 school fees 26, 33, 35, 36, 37 and social capital 60, 118 see also education private finance initiatives (PFIs) 139 private healthcare 116, 137, 140, 159, 167–8, 182 see also healthcare private sector 19–20 corporate sector 46, 51, 59, 64, 65–6, 67–8, 71, 88–9, 108, 128, 153 financial sector 51–2, 88–9 insecurity in 109 involvement in public services 139, 170 raising expectations of 171 privatisation excess profits of privatised companies 101 of utility companies 177–8 professionals anti-elitist attitudes towards 12, 46, 96 professionals and managers 24, 25, 26–8, 39, 55 see also top 10% property tax 180–1 protest, right of 120 Protestant work ethic 50 public sector employment 109 public services 159, 173 cuts in 78–9, 105, 117, 170 destigmatisation of 170 and marketisation 137–8 private sector involvement in 139, 170 and the top 10% 8, 19, 56, 77, 91–2, 138–9, 140, 144, 159, 163, 166–8, 183 universal 56, 77, 93–5, 144, 159 241 Uncomfortably Off Putnam, Robert 81, 129, 157, 158 Q Question Time, BBC 1, 2, 181 R race and ethnic origin and inclusivity 152–3 and social mobility 58 of the top 10% 8, 30 Raworth, Kate 135 redistribution 139, 161, 163, 182 top 10% attitudes towards 6, 42, 42, 43, 77 Reed, Howard 151 Reich, Robert 141 relocation see mobility renewable energy 141 see also climate change; energy costs Resolution Foundation 2, 34, 112, 163 rich, the see top 1%; top 10% richness 47 right, the 16 and Brexit 102 centre right 89, 97 and control of the media 121 far right 15, 97–8 and Merchants 41 political attitudes of the top 10% 16, 42 rights and responsibilities 158–60 Rivera, Lauren 57, 119 Rosa, Hartmut 129 Rothermere, Lord 120 Russell Group universities 57 Russia-Ukraine war 76, 104, 105–6 S Saez, E. 31 Salvini, Matteo 98 same-sex marriage, top 10% attitudes towards 6, 16, 42 Sandbu, Martin 179 Sandel, Michael 142, 150–1 Sanders, Bernie 96 Savage, Mike 183 savings levels of the top 10% 36 school fees, private education 26, 33, 35, 36, 37 Schor, Juliet 171 Scotland, devolved government 121 Scottish Greens 121 Scottish National Party 121 self-respect, and employment 55–6 Sherman, Rachel 35, 45–6 Shrubsole, Guy 110 ‘sink’ schools 137 Sinn Féin 121 small-l liberalism 96, 98, 182 ‘smart’ working 64 social capital decline in 157–8 and private education 60, 118 social care 117 low pay of care workers 103 market failure in 107 Social Democratic Party of Germany, Programme for the Future 159 social media ‘echo chambers’ 128 social mobility 19, 28, 36, 57–9 downward 14, 36, 73, 136, 152, 162, 182 children of the top 10% 31–2, 162 income and status insecurity 51–2 and education 58–60 meritocracy 6 and networking 63 structural barriers to 62 upward 18, 36, 50, 64, 136 Social Mobility Commission 60 social reproduction 135–7 social security top 10% attitudes towards 77 see also welfare benefits; welfare state society, attitudes to impact of work on 65–71, 74–5 sociological imagination 13, 49, 128, 160 solidarity 94, 127, 142, 157, 158, 159, 170 ‘somewheres’ 96 Soper, Kate 74 Spain 5, 73, 149, 155, 169 stamp duty 110–11 Starmer, Keir 87 state, the 161 raising expectations of 173–6 top 10% attitudes towards 91–5, 92 state education 36, 60, 119, 136, 137, 148, 170 status and employment 55–7, 68, 74 status anxiety and insecurity 14, 51–2, 135, 165 Stevenson, Gary 15 stigma, and unemployment 56 Streib, Jessi 31–2 structure 49 student debt 37 suburbia 40 Summers, A. 179, 180 Sutton Trust 29 Sweden 5, 23, 155 242 Index T tactical voting 172–3 taxation 97, 161, 163, 164, 178–81, 182 corporation tax 105–6, 113, 180 council tax 110, 180 income tax 2, 105–6, 178–9, 181, 185 property tax 180–1 stamp duty 110–11 tax avoidance/evasion 178, 181 tax cuts 169 tax fraud 181 top 10% attitudes towards 8, 42, 43, 77, 88–91, 92 Truss government tax cuts 105–6 wealth tax 179 windfall taxes, energy industry 177 technology and acceleration of the pace of life 129 automation 79, 158, 160 Thatcher, Margaret 105, 180 third sector, as members of the top 10% 5 Thomas, Mark 120 top 1% 2, 4, 13, 14, 15, 32, 41, 52, 64, 65, 93, 126, 128, 162 and employment 58–9 enabling of 131–4 inequality in 155 top 10% 4–7, 8, 11–13, 18, 33 accumulation and hoarding 135–6, 144 and austerity policies 1, 11, 13, 16 barriers to sense of belonging 18, 146–60 collective denial 139–42 contradictory isolation of 53–4 cost of living pressures 14, 15 and the COVID-19 pandemic 13, 15, 18, 127 furlough and business support schemes 15, 104, 126–7, 128, 151 cultural attitudes 42, 84 demographic profile 8 economic attitudes 6, 8, 11, 16, 18–19, 42, 42, 77, 92–3, 161–4 education 28–9, 30–1 employment 6, 16, 24, 25, 26–8, 55–75 enabling the wealthy 131–4 future prospects for 34–7, 95–9, 98, 182-7 gender profile 8, 29–30 HMRC income data 5–6 income and status insecurity 14, 51–2 inequalities 8, 17, 101–23 insulation 125–7, 130, 144 internal diversity of 32 isolation/lack of awareness of others’ lives 45–6, 49–50, 127–31, 131, 150–1, 154–7, 164–6 location 8, 29 and marketisation 137–9 and meritocracy 6, 11, 18, 19, 20, 39, 47, 58, 65, 68, 74, 100, 109, 111, 118, 146–9, 165, 170, 181, 184–5, 186 mobility 17–18, 124–5, 144, 148 overview and profile of 13–15, 21–37, 154–5 perceptions of income distribution 38, 47–51 political attitudes 8, 16–17, 42, 76–99 political participation 80–5 political influence of 5, 11, 76 and public services 8, 19, 56, 77, 91–2, 138–9, 140, 144, 159, 163, 166–8, 183 qualitative analysis of 15–16, 38–54 race and ethnic origin 8, 30 response to social and economic pressures 17–18, 124–45 rights and responsibilities 158–60 and the role of the state 91–5, 92 savings levels 36 social attitudes 6, 8, 16, 18–19, 42, 65–71, 77, 92, 92–3, 161–3, 164–6 social reproduction 135–7 uncertainty and insecurity of 68–9 Törmälehto, Veli-Matti 36–7 Toynbee, P. 89 trade unions 165, 172 membership 72, 157, 158, 163 Trump, Donald 11, 47, 96, 97, 98 Truss, Liz 105, 141, 186 Trussell Trust 175 trust 130–1 and politics 76, 82 Trust for London 23–4 U UBI (Universal Basic Income) 160 UK devolved government 121 Palma ratio 23 UKIP 87 Ukraine-Russia war 76, 104, 105–6 ‘undeserving,’ the 23, 148–50, 163 see also ‘deserving’, the 243 Uncomfortably Off unemployment 56 welfare benefits 138 Universal Basic Income (UBI) 160 universal welfare benefits 93, 168 see also welfare benefits universal public services 56, 77, 93–5, 144, 159 see also public services universities/university education 30–1, 58, 136, 147–8, 183 elite 17, 26, 28–9, 73, 74, 100 and employment 57, 61 inequalities 17, 100, 117–19 mental health issues 73 post-1992 28 and social capital 118 student debt 37 US 57, 74 Unlock Democracy 83 unpaid work 56, 150, 175–6 upper class 38–9, 133 upper-middle class 4, 16, 27, 31–2, 38–54, 39 see also top 10% upward orientation 35, 45–6, 47, 50, 51 upward social mobility 18, 36, 50, 64, 136 US and the COVID-19 pandemic 141 downward social mobility 31–2 elitism in higher education 150–1 employment and social class 57 inequalities and social segregation 156–7 Inflation Reduction Act 2022 169 middle class 33 universities/university education 57, 74 utility companies, privatisation of 177–8 V volunteering 69, 70–1 W Walker, D. 89 water industry, privatisation of 178 wealth distribution of 142 enabling of the wealthy 131–4 historical accumulation of 113 inequalities 112–14 unequal distribution of 14 wealth tax 179 Weber, Max 50 welfare benefits 138, 159–60, 167–8 cuts in 78, 79, 169 increasing of in line with inflation, 2022 175 mean-tested 77, 93–4, 159 universal 93, 168 welfare state 167, 174 anti-welfare attitudes 42, 42–3 top 10% attitudes towards 42, 93–4 and the ‘undeserving’ 149–50 see also public services well-off, the social attitudes and perceptions of 21–2 see also top 1%; top 10% White ethnicity, in the top 10% 30 Whitmarsh, Lorraine 114 Whyte, William 55–6 Williams, Zoe 134, 178 women anti-exclusion policies 43 community involvement 70 gender pay gap 30 life expectancy, decrease in 115 and online working 64 top 10% 8, 29–30 trade union membership 72 unpaid work 56, 150, 175–6 working class, and employment 57 see also gender Woodward, A. 116–17 work hard work 55, 61–73 see also employment work-life balance 18, 171 working class 24, 39, 148 and Brexit 101–2 and employment 57 working from home 27, 64, 104, 126, 128, 165 working hours 64 reduction in 171 World Bank 47 World Inequality Database 13, 32, 54 Wren-Lewis, Simon 78–9, 90 Y yellow vest (gilets jaunes) movement, France 115 Young, Michael 184–5 Younge, Gary 181 Z Zahawi, Nadim 107 244 

Vassal State
by Angus Hanton
Published 25 Mar 2024

Chief among those interests has been the financial sector, which has been keen to profit from delivering up companies to foreign takeover. Because such takeovers engorge chancellor Jeremy Hunt’s FDI numbers, one can see why he would not object. In 2015, Viscount Hanworth expressed this eloquently in the House of Lords: Our rules of corporate governance amount to a system of self-regulation by the financial sector. They create few impediments to mergers and acquisitions or to financial trading and do nothing to protect the national interest. They contrast markedly with the rules that prevail in Germany, for example, where there are statutory anti-takeover provisions and where the public and politicians are strongly opposed to hostile takeover bids.

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German firms that are listed on their stock market are governed both by a management board and by a supervisory board, which must by law comprise a large contingent of the firm’s employees. The supervisory boards act as a restraint on financial activities that might be harmful to the company. It would be greatly to our advantage to adopt a continental model of corporate governance and to replace our unitary boards of directors by a two-tier system.17 Hanworth goes on to explain how the failures of our industrial sector are to a great extent due to the power and the influence of our financial sector, whose activities are inimical to a long-term industrial strategy… sales of our assets to overseas buyers has raised the foreign exchange value of the pound, which has made our manufactured goods uncompetitive in world markets.

The Corona Crash: How the Pandemic Will Change Capitalism
by Grace Blakeley
Published 14 Oct 2020

Public ownership of or public support for private firms, meanwhile, interferes with the Schumpetarian forces of creative destruction that provide the basis of capitalism’s dynamism, according to right-wing economists. Subsidies or cheap loans for businesses producing environmentally sustainable products or researching new technologies would remove any incentive these firms might have to use their resources efficiently. Corporate governance would suffer as these firms became subject to corruption and clientelism owing to their increasingly close relationships with state actors. Bureaucrats and their friends in state-backed private corporations would use their power to serve their own interests. The Green New Deal would, according to free market ideologists, only lead to corruption and inefficiency of the kind that would worsen environmental breakdown.

Lessons From Private Equity Any Company Can Use
by Orit Gadiesh and Hugh MacArthur
Published 14 Aug 2008

And when they do win, treat them the way PE firms treat their winners: with extraordinary generosity. The role of boards in a public-company setting is a topic that could fill a book—and already has, many times over. In the wake of the Enron, WorldCom, Adelphia, Parmalat, Ahold, and other scandals, and in the wake of the passage of corporate governance regulations such as Sarbanes-Oxley in the United States and Higgs in the United Kingdom, public-company boards have new sets of rules that they are supposed to live by. They are supposed to be more skeptical, more independent, and generally less under the influence of the CEO—whom they are supposed to be more prepared to dispose of when circumstances seem to warrant it.

Superclass: The Global Power Elite and the World They Are Making
by David Rothkopf
Published 18 Mar 2008

That same year, the head of Dutch baby-food producer Royal Numico took home more than $13 million, then chairman of BP John Browne made $18.5 million, and a French construction company boss, Antoine Zacharias, won a golden parachute worth $22 million when he left the company. Critics often see astronomical executive salaries as the failure of corporate governance and regulation. On a practical level, a number of factors play into the determination of CEO compensation. One is the boom in stock options, which have grown from $11 billion issued in 1992 to $119 billion awarded at their recent peak in 2000. More salient to assertions about the links between economics and power is the role of boards, which are often appointed by CEOs and which in many important ways depend on CEOs for their positions (even though it is supposed to be the other way around).

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Those sums on the whole bought and motivated the talent that managed businesses during the recent golden age of productivity growth and profits. Many managers have done extremely well over the past few years, but so too have most shareholders.” In fact, recent research and anecdotal evidence show that the link between executive pay and executive performance is tenuous at best. In June 2006, the Corporate Library, a U.S. corporate-governance consultancy, published a report focusing on eleven of the largest companies in the United States, all of which “combined high levels of CEO compensation and poor performance over the past five years.” Another study demonstrated that the relative performance between well-known CEOs (those who supposedly warrant high pay because of their market impact) and lesser-known ones was similar, and that in fact the lower-profile players often performed better.

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This in turn opens new opportunities for business leaders from the emerging world to tap into capital and to grow: the Mittals and the Abramoviches, for example, and people like Yan Cheung of Nine Dragons Paper Company, one of China’s richest women. Is this a democratizing force that will empower the previously un-empowered? Or will the continuous consolidation of global industries simply result in trading one era’s group of elites for the next? Some observers suggest that changes in corporate governance requirements are weakening chief executives and promoting a democratizing trend, while others note that power is concentrating among a few key board members, private equity firms, and hedge fund investors, and suggest that power is shifting from managers back to owners. But the global picture is mixed.

Becoming Steve Jobs: The Evolution of a Reckless Upstart Into a Visionary Leader
by Brent Schlender and Rick Tetzeli
Published 24 Mar 2015

Ruling the market for new consumer electronics devices might have solved Gates’s biggest problem: the fact that Microsoft was no longer growing at the galloping 25-plus percent pace investors like to see in a tech company. Remember that when Bill and Steve got into the business, computing still belonged to the IBMs and DECs of the world, with their big, expensive machines sold into a market consisting of a few hundred corporations, governments, and universities. As Moore’s law drove prices down, PC manufacturers sold their wares to a galaxy of other businesses, both big and small, that could now afford powerful computing that would make them more efficient. But numerically speaking, the biggest potential audience of all was relatively untapped.

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There was a cost to this choice that didn’t really become apparent until the last years of Steve’s life, when his notoriety and Apple’s success drew attention to Cupertino as never before. Apple became the lightning rod for everything from criticism of the tech industry’s sustainability problems to corporate governance controversies that affected many other companies as well. And its spokesman was a mortally unhealthy man with a desperate impatience to deal with things that really mattered to him, not this broad array of nagging distractions. Ever since getting sick in 2004, Steve had kept goals in his head of things he wanted to be alive for.

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Dealing with the media circus that erupted in 2010 when a technology blog came into possession of an iPhone 4 prototype that a young Apple engineer left in a bar was nowhere on Steve’s list. Nor was flying back from a Hawaii vacation to manage an uproar that became known as “Antennagate,” the result of the discovery that the iPhone 4, if held at certain angles, would drop calls more frequently than past iPhones. And he had only passing sensitivity to corporate governance issues. Yet all these incidents, and more, added to the already immense task he faced of managing a sprawling international company with nearly fifty thousand employees during these years when he was quite truly dying. It is part of the CEO’s job description to manage such distractions, and Steve was not particularly good at this even when he was healthy.

The Fissured Workplace
by David Weil
Published 17 Feb 2014

One reason is that performance-based compensation policies (and the academic literature that justified them) generally assume an “arm’s-length model of bargaining” between the CEO and top executives on one hand and the board of directors on the other in setting up incentive schemes. The reality, as researchers like Lucian Bebchuk and Jesse Fried demonstrated, is far different; there are a variety of reasons that the relationship between executives and directors is far more intertwined than suggested by the arm’s-length model often assumed in corporate governance.22 As a result of both the intended performance effects and the hidden self-dealing built into many compensation systems, executive compensation dramatically increased the earning of top corporate leaders relative to others. The ratio between the pay received by the average CEO in total direct compensation and that of the average production worker went from 37.2:1 in 1979 to an astounding 277:1 in 2007.

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ETFs held $229 billion in large-cap domestic stocks and $89 billion in mid-cap and small-cap domestic stocks. See ibid., figures 3.7, 3.1, and 3.6, respectively. 13. This influence goes beyond buying and selling of shares, but also directly from the role that institutional investors play in corporate governance via the exercise of voting rights, influence on who holds seats on boards of directors, as well as activities in other governance forums. 14. Although the terms are often used in popular discussions interchangeably, private equity funds and hedge funds differ in a number of important respects.

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Center for Urban Economic Development, University of Illinois Chicago / National Employment Law Project / UCLA Institute for Research on Labor and Employment. Bernstein, Peter. 1992. Capital Ideas: The Improbable Origins of Modern Wall Street. New York: The Free Press. Bewley, Truman. 1999. Why Wages Don’t Fall during a Recession. Cambridge, MA: Harvard University Press. Blair, Margaret. 1995. Ownership and Control: Rethinking Corporate Governance for the Twenty-First Century. Washington, DC: Brookings Institution. Blair, Roger D., and Francine Lafontaine. 2005. The Economics of Franchising. New York: Cambridge University Press. Blanchflower, David, and Alex Bryson. 2010. “The Wage Impact of Trade Unions in the UK Public and Private Sectors.”

Triumph of the Optimists: 101 Years of Global Investment Returns
by Elroy Dimson , Paul Marsh and Mike Staunton
Published 3 Feb 2002

Chapter 13 The prospective risk premium 189 Figure 13-5: The equity premium relative to bills: first half-century versus next fifty-one years Annualized arithmetic risk premium relative to bills (%) Before 1950 14 13 1950–2000 11 12 10 10 9 6 1 2 2 3 9 8 5 4 3 4 11 10 8 8 2 10 10 5 5 5 Bel Swe 6 6 9 8 9 Jap SAf 8 10 10 9 9 8 7 4 0 Ire Den Swi Spa UK Neth Wld Can US Fra Aus Ger Ita The large risk premia achieved during the second half of the twentieth century are attributable to two factors. First, there was unprecedented growth in productivity and efficiency, acceleration in the pace of technological change, and substantial enhancements to the quality of management and corporate governance. As Europe, North America, and the AsiaPacific region emerged from the turmoil of the Second World War, expectations for improvement were limited to what could be imagined. Reality almost certainly exceeded investors’ expectations. Corporate cash flows grew faster than investors anticipated, and this higher growth is now known to the market and built into higher stock prices.

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Our view of future market performance should reflect this earlier historical experience as well as the period from the 1950s onward. The high risk premia achieved during the last fifty-one years are attributable to many factors. First, there have been productivity and efficiency growth, improvements in management and corporate governance, and extensive technological changes. These factors have contributed to, and despite recent setbacks are now built into, stock prices that have risen dramatically over the last half-century. Second, stock prices have almost certainly also risen over the long haul because of a fall in the required rate of return due to diminished investment risk.

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Yet this is what happened. This was a period when most things turned out better than expected. There was no third world war, the Cuban Missile Crisis was defused, the Berlin Wall fell, and the Cold War ended. There was unprecedented growth in productivity and efficiency, improvements in management and corporate governance, and extensive technological change. Corporate cash flows grew faster than expected, and in all likelihood the equity risk premium fell, further boosting stock prices. In short, it was the triumph of the optimists. Statistical logic tells us that future expectations must lie below today’s optimists’ dreams.

The Immigrant Exodus: Why America Is Losing the Global Race to Capture Entrepreneurial Talent
by Vivek Wadhwa
Published 1 Oct 2012

About the Author Vivek Wadhwa is director of research at the Center for Entrepreneurship and Research Commercialization and executive in residence at the Pratt School of Engineering, Duke University; vice president of innovation and strategy at Singularity University; fellow at the Arthur & Toni Rembe Rock Center for Corporate Governance, Stanford University; and distinguished visiting scholar, Halle Institute of Global Learning, Emory University. He has also been a senior research associate at the Labor and Worklife Program of Harvard Law School and a visiting scholar at the School of Information at the University of California, Berkeley.

A Nation of Takers: America’s Entitlement Epidemic
by Nicholas Eberstadt and Nick Eberstadt
Published 18 Oct 2012

It is often said now that our political system is paralyzed by division. But that is a misdiagnosis. In the past decade, we have seen the enactment of, among other things, a large tax reform (the Bush tax cuts), a large education reform, a huge reorganization of our domestic security agencies, a reform of corporate governance (Sarbanes-Oxley), a new Medicare benefit, a massive response to the financial crisis (including several stimulus bills, an unprecedented bank rescue, a bailout of auto companies, and more, crossing two administrations of different parties), a huge health-care reform, a huge financial-regulation reform, and a budget deal with 10-year sequestration spending caps.

Gray Lady Down: What the Decline and Fall of the New York Times Means for America
by William McGowan
Published 16 Nov 2010

The fact that it is a time of wrenching change in the newspaper industry as a whole offers no consolation. A series of newsroom embarrassments and a consistent pattern of bias have hurt the Times as a brand, and this, along with a dubious business strategy, has made it more vulnerable to the depredations of Wall Street. This could mean that the Times and its unique corporate governance, with the Sulzbergers dominating the board and the shareholding structure, may not survive in their current form. During the flush years of the 1990s and early 2000s, the Times made several bad business decisions that now weigh heavily on its balance sheet. It bought the Boston Globe in 1993 and then tried to sell it, but stepped back after the bids were deemed too low.

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An inherent fragmentation and multiplicity, not to mention problems with factual accuracy, make it difficult for the blogosphere to provide the common ground that helps cement a shared sense of civic mission, especially on a national level, or the critical institutional counterweight to the power of corporations, government, vested political interests and self-involved politicians. The Times will not be so easily replaced, which makes its decline—and perhaps even its fall—more worrisome. But if the era we are passing through still demands something like the Times, it also cries out for a much better version of the Times than is being produced by the current regime.

The Making of a World City: London 1991 to 2021
by Greg Clark
Published 31 Dec 2014

London’s position as a leading financial centre is secure because of much longer-term strengths. These include a highly respected legal system, its English language which remains unchallenged as the global business lingua franca, its geographical location at a time-zone between the Americas and Asia, outstanding corporate governance, and an embedded surrounding ecosystem of professional services, back office support and infrastructure. Although some hedge funds initially relocated in the aftermath of the financial crisis, London has emphatically retained the core of its finance industry. The sheer concentration of expertise, combined with the city’s history and stability, means that wealthy individuals and companies ultimately trust that they will be well looked after.

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City, Culture and Society 1: 49–55. Gordon I, Travers T, Whitehead C (2007). The Impact of Recent Immigration on the London Economy. London: City of London Corporation. 204 Bibliography Gordon I, Travers T, Whitehead C, Scanlon K (2009). London’s Place in the UK Economy 2009–10. London: City of London Corporation. Government Office for London (1996). Strategic Guidance for London Authorities RPG3. London: GOL. Gragg R (2006). London’s large-scale regeneration projects offer community benefits. Land Lines 18:(4). Available at www.lincolninst.edu/pubs/1159_London-sLarge-scale-Regeneration-Projects-Offer-Community-Benefits.

The Lost Decade: 2010–2020, and What Lies Ahead for Britain
by Polly Toynbee and David Walker
Published 3 Mar 2020

Internet Income A ‘strategy’ for UK industry could join together bold policies for investment, training and productivity and include the cultural, service and public sectors. Action has to involve reforms to boardrooms, corporate governance and remuneration. This need not require much ideological sacrifice, even for the Right: the state is already a player, procuring defence equipment, building infrastructure, funding research and development and (often ineffectually) applying some regulation to corporate governance and finance. What has been missing is a conviction that government must intervene, as Michael Heseltine once promised, at ‘breakfast, lunch and tea’. Nine out of ten households had internet access in 2018, up from eight out of ten in 2011.

Concentrated Investing
by Allen C. Benello
Published 7 Dec 2016

The company was founded by chief executive Brian Roberts’s father, Ralph, in 1963,8 and the Roberts family retained control of Comcast through a dual share-class voting structure.9 The family’s super-voting stock gave Roberts a third of the vote despite holding an economic interest equivalent to just 1 percent of Comcast’s 3 billion outstanding shares. Chieftain had urged the company to eliminate the dual-class voting structure, arguing that the Roberts family’s voting position was “inconsistent with 21st-century corporate governance.”10 [T]he maximization of shareholder value has been an after-thought for this management team. Protected by super-voting stock, management has been free to ignore shareholders entirely. The Roberts family seemed unlikely to surrender control of the company by scrapping the dual-class stock.

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He is best known as the author of the websites greenbackd.com, and the acquirersmultiple. com, and the books Deep Value: Why Activist Investors and Other Contrarians Battle for Control of Losing Corporations (2014, Wiley Finance), 221 222 About the Authors and Quantitative Value: A Practitioner’s Guide to Automating Intelligent Investment and Eliminating Behavioral Errors (2012, Wiley Finance). He has extensive experience in investment management, business valuation, public company corporate governance, and corporate law. Prior to founding the forerunner to Carbon Beach in 2010, Tobias was an analyst at an activist hedge fund, general counsel of a company listed on the Australian Stock Exchange, and a corporate advisory lawyer. As a lawyer specializing in mergers and acquisitions, he has advised on transactions across a variety of industries in the United States, the United Kingdom, China, Australia, Singapore, Bermuda, Papua New Guinea, New Zealand, and Guam.

The Relentless Revolution: A History of Capitalism
by Joyce Appleby
Published 22 Dec 2009

Crafts, “The Golden Age of Economic Growth in Western Europe, 1950–1973,” Economic History Review, 48 (1995): 429–30; Angus Maddison, Dynamic Forces in Capitalist Development: A Long-Run Comparative View (Oxford, 1991), 164. 6. Diethelm Prowe, “Economic Democracy in Post–World War II Germany: Corporatist Crisis Response, 1945–1948,” Journal of Modern History, 57 (1985): 452–58. 7. Paul L. Davies, “A Note on Labour and Corporate Governance in the U.K.,” in Klaus J. Hopt et al, eds., Comparative Corporate Governance: The State of the Art and Emerging Research (Oxford, 1999), 373; Martin Wolf, “European Corporatism Must Embrace Change,” Financial Times, January 23, 2007. 8. Maddison, Dynamic Forces in Capitalist Development, 274–75; Frieden, Global Capitalism, 289. 9.

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McGraw, ed., Creating Modern Capitalism: How Entrepreneurs, Companies, and Countries Triumphed in Three Industrial Revolutions (Cambridge, 1995), 1. 6. Ronald Dore, William Lazonick, and Mary O’Sullivan, “Varieties of Capitalism in the Twentieth Century,” Oxford Review of Economic Policy, 15 (1999): 105; Randall K. Morck and Masao Nakamura, “A Frog in a Well Knows Nothing of the Ocean,” in Randall K. Morck, ed., A History of Corporate Governance around the World: Family Business Groups to Professional Managers, National Bureau of Economic Research Report (Chicago, 2007), 450–52. 7. Yutaka Kosai, “The Postwar Japanese Economy, 1945–1973,” in Yamamura, ed., Economic Emergence of Modern Japan. 8. Ibid., 138–39, 185. 9. Ian Buruma, “Who Freed Asia?

Crash of the Titans: Greed, Hubris, the Fall of Merrill Lynch, and the Near-Collapse of Bank of America
by Greg Farrell
Published 2 Nov 2010

“If he’s saying that he thinks this is the best course of action, maybe we should listen.” It was too late. There was already too much antagonism in the room for the other directors to be swayed. Later that evening, the outside directors voted to retain their own legal counsel, Robert Joffe of Cravath, Swaine & Moore. To anyone familiar with the world of corporate governance, a board’s decision to retain its own attorney, separate from the company’s general counsel, is a sign of trouble. It would be akin to a wife, following a disagreement with her husband, hiring a lawyer to represent her interests. Even if the word “divorce” is never uttered, the act of hiring an independent lawyer represents an irreparable breach of trust in the relationship.

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That evening O’Neal called Armando Codina, who made it clear that the revelation of the talks with Wachovia had undermined O’Neal’s position. Later, O’Neal doubled back to Fleming, calling him at home to tell his deputy that it was over for him as CEO. THE NEXT DAY, CODINA, who headed up the corporate governance committee at Merrill, held a conference call with his fellow directors to discuss O’Neal’s future at the firm. Ever since the previous Monday, when O’Neal had challenged the directors—telling them that if they didn’t support his initiative to sell to Wachovia, he wasn’t sure if he wanted to remain CEO of Merrill Lynch—Codina and Cribiore had lost confidence in him.

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Bank of America’s dependence on the federal government in 2009 led to another change at the bank, one which has altered its character permanently: BofA’s board of directors is no longer closely tethered to the business communities of North and South Carolina. This shift in governance, prompted by regulators, was a sign of how much Bank of America had outgrown its roots as the old North Carolina National Bank. The expansion of BofA’s board is a positive step from a corporate governance point of view, since it increases the board’s independence from the bank’s top management. But the change in the bank’s character marks a peculiar kind of loss. In an era of huge, multinational corporate behemoths that employ hundreds of thousands of people, the idea that Bank of America—one of those behemoths—could still be run by the leading citizens of Charlotte and environs carried a sentimental appeal.

The Rise and Fall of Nations: Forces of Change in the Post-Crisis World
by Ruchir Sharma
Published 5 Jun 2016

Though I would argue that in general heavy concentrations of family wealth are a bad sign for an economy, one has to be careful to drill down into the sources of family wealth. In many countries, new billionaires often arise within older companies and have seen their wealth building toward the billionaire mark for many years, in some cases for many generations. In these cases, blood ties may not be the enemy of clean and open corporate governance, particularly in cases where the family has stepped back to play an ownership and oversight role in a publicly traded company, leaving the management of the company in professional hands. This can be a strong combination because the family keeps the company focused on the long term, and the market keeps it open to scrutiny.

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In South Korea many of the tycoons derive their fortunes from family holdings in large companies like Samsung and Hyundai and count as good billionaires in the sense that their money comes from productive industries. On the other hand, stocks in these companies continue to sell at a discount compared to peers in other countries, due in part to lingering doubts related to their corporate governance or treatment of minority shareholders. There is also growing public concern that South Korea’s commercial life is ruled by a self-perpetuating elite bound by blood ties. Despite the fact that South Korean billionaires control wealth of very limited scale relative to the size of the economy, and operate almost entirely outside the rent-seeking industries, the dominance of family fortunes in the billionaire class helps explain why in recent years inequality has surfaced as a political issue in Seoul.

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Gavekal Dragonomics, October 16, 2014. Chang, Ha Joon. “State Owned Enterprise Reform.” United Nations, Department of Economic and Social Affairs, 2007. Coase, Ronald, and Ning Wang, How China Became Capitalist. London: Palgrave Macmillan, 2012. D’Souza, Juliet, William Megginson, and Robert Nash. “The Effects of Changes in Corporate Governance and Restructuring on Operating Performance: Evidence from Privatizations.” Global Finance Journal, 2005. Ezdi, Asif. “Dealing with Dual Nationality.” News International, November 14, 2014. Feteha, Ahmed. “Welcome to Egypt’s Fake Weddings: Get High, Leave Lots of Cash.” Bloomberg June 23, 2015.

Digital Accounting: The Effects of the Internet and Erp on Accounting
by Ashutosh Deshmukh
Published 13 Dec 2005

Retrieved July 8, 2003, from www.oracle.com/ E-business solution for financial management (white paper). (2003). Oracle. Retrieved July 8, 2003, from www.oracle.com/ Ganeshan, R., & Harrison, T. (2002). An introduction to supply chain management. Pennsylvania State University. Retrieved July 8, 2003, from http://silmaril.smeal.psu. edu/misc/supply_chain_intro.html/ Improving corporate governance: A balanced scorecard approach (white paper). (2002). Oracle. Retrieved July 8, 2003, from www.oracle.com/ Koch, C. (2002). The ABCs of supply chain management. CIO. Retrieved July 10, 2003, from www.cio.com/research/scm/edit/012202_scm.html Copyright © 2006, Idea Group Inc. Copying or distributing in print or electronic forms without written permission of Idea Group Inc. is prohibited. 258 Deshmukh mySAP product life cycle management, key capabilities. (2003).

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Retrieved September 7, 2003, from www.businessobjects.com/ Financial supply chain management with mySAP financials: Biller direct (SAP Technical Brief). (2003). SAP. Retrieved September 8, 2003, from www.sap.com/ Financial supply chain management with SAP in-house cash (SAP Financials Brief). (2003). SAP. Retrieved September 8, 2003, from www.sap.com/ Improving corporate governance: A balanced scorecard approach (white paper). (2003). SAP. Retrieved September 10, 2003, from www.oracle.com/ Kersnar, J. (2001, December). STP: Is it the racer’s edge? CFO. Retrieved September 12, 2003, from www.cfo.com/ Lloyd, M. (2002). Enterprise commerce: The new paradigm for treasury management (white paper).

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Copying or distributing in print or electronic forms without written permission of Idea Group Inc. is prohibited. 344 Deshmukh administrators. ACLs are also used in firewalls to analyze incoming traffic and assign appropriate rights to incoming messages and users. Anti-Virus Software Ant-virus software probably resides on the majority of computers and perhaps most corporate, government and academic networks. You may have scanned files on your hard drive using anti-virus software or received messages that a certain e-mail was carrying a virus that has been neutralized. Anti-virus software automatically scans resident files, incoming and outgoing network traffic, and incoming and outgoing e-mails for suspected viruses.

Bad Samaritans: The Myth of Free Trade and the Secret History of Capitalism
by Ha-Joon Chang
Published 26 Dec 2007

They branched out into areas like government budgets, industrial regulation, agricultural pricing, labour market regulation, privatization and so on. In the 1990s, there was a further advance in this ‘mission creep’ as they started attaching so-called governance conditionalities to their loans. These involved intervention in hitherto unthinkable areas, like democracy, government decentralization, central bank independence and corporate governance. This mission creep raises a serious issue. The World Bank and the IMF initially started with rather limited mandates. Subsequently, they argued that they have to intervene in new areas outside their original mandates, as they, too, affect economic performance, a failure in which has driven countries to borrow money from them.

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The benefit of having free international movement of capital, neo-liberal economists argue, does not stop at plugging such a ‘savings gap’. It improves economic efficiency by allowing capital to flow into projects with the highest possible returns on a global scale. Free cross-border capital flows are also seen as spreading ‘best practice’ in government policy and corporate governance. Foreign investors would simply pull out, the reasoning goes, if companies and countries were not well run.2 Some even, controversially, argue that these ‘collateral benefits’ are even more important than the direct benefits that come from the more efficient allocation of capital.3 Foreign capital flows into developing countries consist of three main elements – grants, debts and investments.

The Road to Somewhere: The Populist Revolt and the Future of Politics
by David Goodhart
Published 7 Jan 2017

Under the banner of free global trade and European integration they battled against the market ‘frictions’ which many people regard as vital national interests. As Rodrik points out, the US, Japan and Europe have all grown rich with very different histories and institutional arrangements governing labour markets, corporate governance, welfare systems and approaches to regulation. ‘That these nations have managed to generate comparable amounts of wealth under different rules is an important reminder that there is not a single blueprint for economic success.’ A new settlement is needed between the nation state and the international economic order that allows for a greater variety of institutional forms reflecting different national preferences and traditions.

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In any case, if the exceptional openness of the British economy to foreign ownership has contributed to the decline story the bigger share of blame must lie with that familiar bogeyman of short-termism: the narrow focus on shareholder returns and the active market in corporate control stimulated by investment banks in the City of London that often creates a disincentive to plan and invest long. The Anglo-Saxon corporate governance model puts British businesses at a disadvantage compared with their competitors in Europe and Asia. German companies, particularly the Mittelstand of medium-sized family businesses, tend not to be quoted on the stock market. Managers can plan ahead—in developing new export markets, for example—without fear of a takeover, losing their job, or losing out on bonuses.

Earth Wars: The Battle for Global Resources
by Geoff Hiscock
Published 23 Apr 2012

They include one-time oil and media magnate Boris Berezovsky—who fled to London in 2001 and remains a political refugee there—and Mikhail Khodorkovsky, the former YUKOS oil company chief executive who was arrested in 2003 and jailed in 2005 for nine years (later reduced to eight) after he was convicted of fraud, tax evasion, embezzlement, and money laundering. YUKOS—once lauded as a shining example of how a Russian oil company could be transformed to meet Western standards of financial reporting and corporate governance—was seized by the Russian state in 2004 and dismantled, with various pieces going to state-owned companies Rosneft and Gazprom. Khodorkovsky once vowed to use his money to bring about political change in Russia, but he now sits in a Siberian jail and says there is “no such thing as free elections, freedom of expression, or rule of law in Russia today.”8 Also London-based is Roman Abramovich, a former business partner of Berezovsky at Sibneft, the Russian oil company the pair created in 1995 through the privatisation of state-owned assets.

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Indonesia’s economy is among the fastest growing in Asia in 2011–2012, but little more than a decade ago the country was locked in a high-inflation, low-growth pattern that followed the 1997–1998 economic crisis. To make the most of its resources, Indonesia needs better infrastructure, better government services, better education, more jobs for its young people, better health care, a greater emphasis on upgrading human skills and, in the eyes of many investors, better corporate governance to encourage more finance and technology from outside. Despite the efforts of President Susilo Bambang Yudhoyono’s administration since 2004, corruption remains entrenched in the bureaucracy, and the country ranks 100th on Transparency International’s 2011 corruption perception index. The World Bank ranks it 122nd in “ease of doing business,” well behind China (but ahead of India).

How to Form Your Own California Corporation
by Anthony Mancuso
Published 2 Jan 1977

Financial participation by others, which can take a variety of forms, is part and parcel of the corporate package. An investor can lend money to the corporation, or invest in its stock, and shares can be split into different classes and series to allow different types of investors to obtain different financial benefits and voices in corporate governance. For example, some investors may wish to purchase shares that give them preferential treatment in a distribution of corporate assets when the corporation is wound up; others may want first rights to the distribution of dividends when declared by the board. Still other investors can be granted special voting rights—for example, a right to appoint one of the members of the managing board of directors.

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That’s partially due to the increased structural formality of the corporation (discussed above). In addition, loans can be made part of a package where the bank or investment company obtains special rights to choose one or more board members, or has special voting prerogatives in matters of corporate governance or finance. For example, a lender may require veto power over expenditures exceeding a specified amount. The range of capital arrangements possible, even for a small corporation, is almost limitless, which helps the corporation attract outside investment. tip Employees often prefer to work for corporations.

Bad Samaritans: The Guilty Secrets of Rich Nations and the Threat to Global Prosperity
by Ha-Joon Chang
Published 4 Jul 2007

They branched out into areas like government budgets, industrial regulation, agricultural pricing, labour market regulation, privatization and so on. In the 1990s, there was a further advance in this ‘mission creep’ as they started attaching so-called governance conditionalities to their loans. These involved intervention in hitherto unthinkable areas, like democracy, government decentralization, central bank independence and corporate governance. This mission creep raises a serious issue. The World Bank and the IMF initially started with rather limited mandates. Subsequently, they argued that they have to intervene in new areas outside their original mandates, as they, too, affect economic performance, a failure in which has driven countries to borrow money from them.

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The benefit of having free international movement of capital, neo-liberal economists argue, does not stop at plugging such a ‘savings gap’. It improves economic efficiency by allowing capital to flow into projects with the highest possible returns on a global scale. Free cross-border capital flows are also seen as spreading ‘best practice’ in government policy and corporate governance. Foreign investors would simply pull out, the reasoning goes, if companies and countries were not well run.2 Some even, controversially, argue that these ‘collateral benefits’ are even more important than the direct benefits that come from the more efficient allocation of capital.3 Foreign capital flows into developing countries consist of three main elements – grants, debts and investments.

Data and the City
by Rob Kitchin,Tracey P. Lauriault,Gavin McArdle
Published 2 Aug 2017

Within the context of a single city, we can observe a multitude of interrelated data cultures across sites of data practice and governance located in public organizations, private enterprises, research settings and amongst citizens. Further, the development of a city is also heavily shaped by data cultures external to its geographical boundaries, for example those of finance, corporations, government, etc. Close examination of the cultures of these sites of data practice can, in part, help us to begin to answer questions regarding how participants in these spaces are influencing our perceptions of the city and the socio-material conditions of 192 J. Bates its future development, and ultimately to uncover some of the power dynamics at play in these processes.

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We know about the power of platform owners, corporations and governments and ways in which data are being commodified, traced, analysed and traded; how issues and concerns about data ownership, privacy and protection are being debated and contested; how people use various platforms to do politics such as organize and mobilize political protests and engage in citizen journalism or forms of digital activism; how the sociotechnical arrangements that make up the internet seek to organize what people do and format the data that is generated; and how internet data are being analysed by corporations, governments and researchers to enact and know social worlds in ways that are challenging other sources and methods. But what do we know about the subjects and citizens of the internet? I have argued that we know a lot about the internet and have many good critical investigations, but we have yet to provide a theoretical conception of who are the political subjects and citizens of data.

Fred Schwed's Where Are the Customers' Yachts?: A Modern-Day Interpretation of an Investment Classic
by Leo Gough
Published 22 Aug 2010

Overnight, this blue chip company (seventh largest in the US, remember) saw its AAA bonds downgraded to junk, and over the next few months its share price fell from $85 to 30 cents. Enron’s top notch accountancy firm, Arthur Andersen, was implicated in the wrongdoing and went out of business. HERE’S AN IDEA FOR YOU… During boom times corporate governance tends to get sloppy. Ordinary investors are told that everything is fine. Then, a few years later, it turns out that some firms were committing outrageous frauds. Try to develop your own instincts for smelling a rat, and remain cautious about the mega-success stories. 23 FUNDAMENTAL ANALYSIS ‘The subject of choosing profitable investments does not lend itself to competence.

50 Psychology Classics
by Tom Butler-Bowdon
Published 14 Oct 2007

There is now a large literature on the psychology of violence, but de Becker’s book is still a great place to start. Gavin de Becker De Becker is considered a pioneer in the field of threat assessment and the prediction and management of violence. His firm provides consultation and protection services to corporations, government agencies, and individuals. He headed the team that provided security for guests of President Reagan, and he has worked with the US Department of State on official visits of foreign leaders. He also developed the MOSAIC system for dealing with threats to US Supreme Court judges, senators, and congressman.

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He won a Rhodes Scholarship to Christ Church, Oxford, graduating with an MA in psychology and physiology and a DPhil in medicine. He completed his doctorate at Cambridge and has had appointments at the universities of Oxford, Cambridge, London, and Harvard. He became a full-time author in 1976. De Bono has worked with many major corporations, government organizations, teachers, and schoolchildren, and is a well-known public speaker. He has written over 60 books, including The Mechanism of Mind (1969), Po: Beyond Yes and No (1973), The Greatest Thinkers (1976), Six Thinking Hats (1986), I Am Right, You Are Wrong (1990), How to Be More Interesting (1997), and How to Have a Beautiful Mind (2004). 1969 The Psychology of Self-Esteem “There is no value-judgment more important to man—no factor more decisive in his psychological development and motivation—than the estimate he passes on himself.”

Adapt: Why Success Always Starts With Failure
by Tim Harford
Published 1 Jun 2011

As the journalist Sebastian Mallaby points out, Henry’s project for Lübeck was ‘a bit like trying to build a new Chicago in modern Congo or Iraq’ – and that is pretty much what the economist Paul Romer now wants to do. Romer is the founder of the ‘charter cities’ movement, and he argues that the world needs entirely new cities with their own infrastructure and, in particular, their own rules on democracy, taxes and corporate governance. These cities, like Lübeck, would be governed by a set of rules designed to attract ambitious people. According to Mallaby, Lübeck represented ‘a formula for creating order out of chaos and prosperity amid backwardness’ in the Middle Ages. It is just such a formula that Paul Romer is now promoting.

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q=node/3264; Robert Hall & Susan Woodward, ‘The right way to create a good bank and a bad bank’, VoxEU, 24 February 2009; Tim Harford, ‘A capital idea to get the banks to start lending again’, FT Magazine, 4er, 09, http://timharford.com/2009/04/a-capital-idea-to-get-the-banks-to-start-lending-again/ 207 John Kay points out that in some ways it is less meddlesome: John Kay, ‘The reform of banking regulation’, 15 September 2009, http://www.johnkay.com/2009/09/15/narrow-banking/; and author interview, September 2010. 208 ‘We cannot contemplate keeping aircraft’: John Kay, ‘Why too big to fail is too much for us to take’, Financial Times, 27 May 2009, http://www.johnkay.com/2009/05/27/why-%E2%80%98too-big-to-fail%E2%80%99-is-too-much-for-us-to-take/ 208 This one cost £200 million: Leo Lewis, ‘Exchange chief resigns over “fat finger” error’, The Times, 21 December 2005, http://business.timesonline.co.uk/tol/business/markets/japan/article775136.ece 210 Includes all the famous scandals such as WorldCom: Alexander Dyck, Adair Morse & Luigi Zingales, ‘Who blows the whistle on corporate fraud?’, European Corporate Governance Institute Finance Working Paper No. 156/2007, January 2007, http://faculty.chicago booth.edu/finance/papers/Who%20Blows%20The%20Whistle.pdf 211 He says that he was thanked by the Chairman: HBOS Whistleblower Statement: http://news.bbc.co.uk/1/hi/uk_politics/7882581.stm; and Paul Moore’s interview on the Radio 4 documentary The Choice, Tuesday, 9 November 2009. 211 Moore walked out on to the street: Paul Moore took HBOS to an employment tribunal and the bank settled with him.

Bad Blood: Secrets and Lies in a Silicon Valley Startup
by John Carreyrou
Published 20 May 2018

A portly gentleman with white hair who liked to wear broad-brim hats, Don was in his late seventies and was part of an older generation of venture capitalists who approached venture investing as if it were a private club. He’d mentored one famous entrepreneur in Larry Ellison. In Elizabeth, he clearly thought he’d found another. Except Avie didn’t think it was good corporate governance to do what Elizabeth wanted. Since she would control the foundation, she would also control the voting rights associated with the new stock, which would increase her overall voting stake. Avie didn’t think it was in other shareholders’ interest to give the founder more power. He objected. Two weeks later, he received a call from Don asking if they could meet.

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I knew from reading the New Yorker and Fortune articles and from browsing the Theranos website that Balwani was the company’s president and chief operating officer. If what Alan was saying was true, this added a new twist: Silicon Valley’s first female billionaire tech founder was sleeping with her number-two executive, who was nearly twenty years her senior. It was sloppy corporate governance, but then again this was a private company. There were no rules against that sort of thing in Silicon Valley’s private startup world. What I found more interesting was the fact that Holmes seemed to be hiding the relationship from her board. Why else would the New Yorker article have portrayed her as single, with Henry Kissinger telling the magazine that he and his wife had tried to fix her up on dates?

The AI Economy: Work, Wealth and Welfare in the Robot Age
by Roger Bootle
Published 4 Sep 2019

What’s more, a substantial amount of this increased inequality is accounted for by large increases in the pay of CEOs and other senior corporate executives, and major increases in the relative pay of people working in financial services.5 These increases in inequality have nothing directly to do with AI. Nevertheless, if society wanted to do something to reduce inequality then, at least in the USA and the UK, the place to start would be with strengthening corporate governance procedures to bring about lower pay at the top of corporations, plus reducing the size of the financial sector in the economy. In addition, government could introduce a program of anti-monopoly measures, especially in the digital sector, where several companies make enormous profits from their quasi-monopoly positions.

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We should guard against the risk of endangering them by pandering to the latest fad for massive state intervention to head off what may even turn out to be a chimera. In fact, as argued earlier in this chapter, there is a long agenda of potential measures that radical reformers can get their teeth into. The arrangements governing tax and welfare payments, the systems of corporate governance, the competition regime, the education system, and all those arrangements that bear upon the size of the financial sector and the financial rewards therein, are all worthy of radical reform. This is true whatever happens with AI. Admittedly, there is no uniquely correct answer on these issues and different people will come to different judgments on the advisability and desirability of various proposals.

The Accidental Investment Banker: Inside the Decade That Transformed Wall Street
by Jonathan A. Knee
Published 31 Jul 2006

“Directors should look at it that way,” Weinberg wrote, “or not serve.”4 He viewed this role as a sort of halfway house between the two other main responsibilities he took up during his career—leading Goldman Sachs and serving the nation. And to a remarkable degree Weinberg was successful at using his board positions and reputation both to serve these specific companies wisely and help reform corporate governance more broadly. Well over 50 years ago, Weinberg was pressing for outsiders to make up a majority of public board members and other revolutionary modernizations. His pithy 1933 “Memorandum Re The Responsibilities of Directors and an Outline of the Program Suggested as The Basis of Cooperation Between Officers and Directors of a Corporation” is still available on the Goldman Web site today.

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One could argue that the initial seed of the entire Enron scandal was planted when Jeff Skilling succeeded in convincing first Enron’s Audit Committee and then the SEC to approve the use of mark-to-market accounting in the natural gas industry.22 Mark-to-market accounting in that context allowed the company to adjust earnings every quarter based on their “estimates” of the future value of natural gas contracts that could run as long as 20 years. Indeed, Skilling made his acceptance of the Enron job contingent on getting that approval, and still contends that everything he did to manage the company’s earnings as the company imploded was consistent with that “approved” methodology. European corporate governance in general is hardly a model we should follow, but the criticism that Americans too often follow the letter of the law at the expense of its spirit rings painfully true. Their point is that in the United States everyone is a lawyer, and a pretty good one at that. The result is that the public, accordingly, is not safe.

Stakeholder Capitalism: A Global Economy That Works for Progress, People and Planet
by Klaus Schwab
Published 7 Jan 2021

The lessons from countries such as Malaysia, where inclusive policies have been a focal point for policymakers, shows that a more inclusive approach to government could have and can still avoid such unequal outcomes. Similarly, where other stakeholders lack a seat at the table because of individual corporate governance decisions, boards would do well to actively pursue a more representative selection of members. Making sure management teams, corporate boards, governments, and other leadership committees reflect better the setup of society in its entirety is a recipe for more holistic decision-making and ultimately, better and more performant organizations.

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The manifesto specifically mentions accepting a level playing field in competition, showing zero tolerance for corruption, striving for improvements in working conditions and employee well-being, supporting the communities in which it is active, paying one's fair share of taxes, and reflecting stakeholder responsibility in executive remuneration. Taken together, these requirements make for a corporate governance that is very different from one where short-term financial success is paramount.34 If every company individually commits to these goals and addresses the underlying issues, many of the excesses of shareholder capitalism will be rooted out automatically. But in a world where management often happens by numbers, this corporate stakeholder responsibility must also be measured, and goals must be quantified.

Stakeholder Capitalism: A Global Economy That Works for Progress, People and Planet
by Klaus Schwab and Peter Vanham
Published 27 Jan 2021

The lessons from countries such as Malaysia, where inclusive policies have been a focal point for policymakers, shows that a more inclusive approach to government could have and can still avoid such unequal outcomes. Similarly, where other stakeholders lack a seat at the table because of individual corporate governance decisions, boards would do well to actively pursue a more representative selection of members. Making sure management teams, corporate boards, governments, and other leadership committees reflect better the setup of society in its entirety is a recipe for more holistic decision-making and ultimately, better and more performant organizations.

…

The manifesto specifically mentions accepting a level playing field in competition, showing zero tolerance for corruption, striving for improvements in working conditions and employee well-being, supporting the communities in which it is active, paying one's fair share of taxes, and reflecting stakeholder responsibility in executive remuneration. Taken together, these requirements make for a corporate governance that is very different from one where short-term financial success is paramount.34 If every company individually commits to these goals and addresses the underlying issues, many of the excesses of shareholder capitalism will be rooted out automatically. But in a world where management often happens by numbers, this corporate stakeholder responsibility must also be measured, and goals must be quantified.

Extreme Money: Masters of the Universe and the Cult of Risk
by Satyajit Das
Published 14 Oct 2011

Corporate and accounting scandals such as Enron, Tyco, and Worldcom led to the 2002 U.S. Corporate and Auditing Accountability and Responsibility Act—the Sarbanes–Oxley Act or SOX, named after sponsors U.S. Senator Paul Sarbanes and U.S. Representative Michael G. Oxley. SOX established legislative standards of auditor independence, corporate governance, internal controls, and enhanced financial disclosure for U.S. public companies, backed by criminal penalties. Public company boards and managers became extremely cautious, retaining excess cash and setting high hurdle rates for investments, making them buyout targets. Public companies went private just to avoid SOX.

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A strong stock market and high prices for houses and other financial investments were now barometers of growth, wealth and economic health. Investors in China used the Shanghai Stock Market to measure China’s economic progress. Unrepresentative of China’s economy, the stocks traded were characterized by inadequate information, poor economic data and questionable accounting disclosure. Regulation and corporate governance was poor, with frequent government intervention. Trading was speculative, anticipating investment fashions, changes in liquidity and government intervention.29 Bill Miller, a famed fund manager, even saw the stock market as a substitute for the real economy: “Using the outlook for the economy to predict the direction of the stock market...is to look at things the wrong way round.”30 Over 50 percent of stock trading was now between super-fast super computers using mathematical algorithms.

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Jennifer Burns (2009) How Markets Fail: The Logic of Economic Calamities, Oxford University Press, Oxford: 177. 33. Warren Buffett, Berkshire Hathaway Letter to Shareholders (2009). 34. Louise Story “On Wall Street, bonuses, not profits, were real” (17 December 2008) New York Times. 35. Quoted in Robert A.G. Monks and Nell Minow (2008) Corporate Governance, John Wiley, Chichester: 311. 36. Lucian Bebchuk, Alma Cohen and Holger Spamann “Bankers had cashed in before the music stopped” (6 December 2009) Financial Times. 37. Quoted in Yves Smith (2010) ECONned: How Unenlightened Self Interest Undermined Democracy and Corrupted Capitalism, Palgrave Macmillan, New York: 169. 38.

The Price of Time: The Real Story of Interest
by Edward Chancellor
Published 15 Aug 2022

In effect, sovereignty was transferred from the peoples of Europe to unelected technocrats in Frankfurt.fn3 A few central banks became directly involved in the stock market. As we have seen, the Swiss National Bank acquired foreign shareholdings worth tens of billions of dollars. After dipping into the stock market in 2010, the Bank of Japan used share purchases first to boost Japanese real estate and later to influence corporate governance.22 By 2016, the Bank of Japan owned around 2 per cent of the First Section of the Tokyo Stock Exchange and was the largest shareholder in many public companies. Some commentators suggested that the Japanese stocks no longer reflected fundamentals.23 The shift to negative interest rates comprised the central bankers’ most audacious move.

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Brosens, Frank, ‘Has Volatility Reached a Permanently Low Plateau?’, Presentation at Grant’s Conference, 10 October 2017. Brown, Brendan, A Global Monetary Plague: Asset Price Inflation and Federal Reserve Quantitative Easing (London, 2015). Brownstein, Andrew R., et al., ‘Mergers and Acquisitions – 2016’, Harvard Law School Forum on Corporate Governance, 10 February 2016; https://corpgov.law.harvard.edu/2016/02/10/. Brunnermeier, Markus K. and Koby, Yann, ‘The Reversal Interest Rate’, NBER Working Paper, December 2018. Bruno, Valentina and Shin, Hyun Song, ‘Capital Flows and the Risk-Taking Channel of Monetary Policy’, NBER Working Paper, April 2013.

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Jonathan Tepper and Denise Hearn, The Myth of Capitalism: Monopolies and the Death of Competition (Hoboken, NJ, 2019), p. 161. 22. Nabila Ahmed and Matt Robinson, ‘Bankers Prep Credit Markets for Mega Deal’, Bloomberg, 16 September 2014. 23. Andrew R. Brownstein et al., ‘Mergers and Acquisitions – 2016’, Harvard Law School Forum on Corporate Governance, 10 February 2016, https://corpgov.law.harvard.edu/2016/02/10/. 24. Financial data supplied by Morgan Stanley. 25. During its takeover of Bausch & Lomb, Valeant promised to reduce operating expenses by 75 per cent. 26. Like Enron, another company run by a former McKinseyite, Valeant was a model of complexity – a ‘financialized company for a financialized age’ (James Grant).

Capital in the Twenty-First Century
by Thomas Piketty
Published 10 Mar 2014

Indeed, one characteristic of today’s financial globalization is that every country is to a large extent owned by other countries, which not only distorts perceptions of the global distribution of wealth but also represents an important vulnerability for smaller countries as well as a source of instability in the global distribution of net positions. Broadly speaking, the 1970s and 1980s witnessed an extensive “financialization” of the global economy, which altered the structure of wealth in the sense that the total amount of financial assets and liabilities held by various sectors (households, corporations, government agencies) increased more rapidly than net wealth. In most countries, the total amount of financial assets and liabilities in the early 1970s did not exceed four to five years of national income. By 2010, this amount had increased to ten to fifteen years of national income (in the United States, Japan, Germany, and France in particular) and to twenty years of national income in Britain, which set an absolute historical record.28 This reflects the unprecedented development of cross-investments involving financial and nonfinancial corporations in the same country (and, in particular, a significant inflation of bank balance sheets, completely out of proportion with the growth of the banks’ own capital), as well as cross-investments between countries.

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In practice, the invisible hand does not exist, any more than “pure and perfect” competition does, and the market is always embodied in specific institutions such as corporate hierarchies and compensation committees. This does not mean that senior executives and compensation committees can set whatever salaries they please and always choose the highest possible figure. “Corporate governance” is subject to certain institutions and rules specific to each country. The rules are generally ambiguous and flawed, but there are certain checks and balances. Each society also imposes certain social norms, which affect the views of senior managers and stockholders (or their proxies, who are often institutional investors such as financial corporations and pension funds) as well as of the larger society.

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By contrast, some people might think that a pay package of 1 million, 10 million, or even 50 million euros a year would be justified (uncertainty about individual marginal productivity being so large that no obvious limit is apparent). It is perfectly possible to imagine that the top centile’s share of total wages could reach 15–20 percent in the United States, or 25–30 percent, or even higher. The most convincing proof of the failure of corporate governance and of the absence of a rational productivity justification for extremely high executive pay is that when we collect data about individual firms (which we can do for publicly owned corporations in all the rich countries), it is very difficult to explain the observed variations in terms of firm performance.

The Smartest Investment Book You'll Ever Read: The Simple, Stress-Free Way to Reach Your Investment Goals
by Daniel R. Solin
Published 7 Nov 2006

I derived information concerning the basic principles under· lying the investment cho ices in pension and RRSP plans, and related information about these plans, from an article by Ronald B. Davis. Associate Professo r of U.B.C.. Facu lty of Law. entitled "Th e Enron Pension Jigsaw: Assemblin g 170 The Real Way Smart Investors Seal 95% orthe "Pros~ Accountable Corporate Governance by Fiduciaries," University ofBritUh Columbia Law Review, vol. 36, August 2003. Chapter 41: Have the Inmates Taken Over the Asylum? Professor Miller's observations about regulation benefiting the industry are set forth in a book written by him, entitled Merton Miller on Derivatives (New York: John Wiley & Sons, Inc.. 1997. p. 45).

Why Wall Street Matters
by William D. Cohan
Published 27 Feb 2017

(In a surreal twist, in some countries at the moment, you pay the bank to keep your money “safe” for you.) No matter how commercial banks dress up their behavior in a complicated lexicon, what depository institutions are in the business of doing every day is taking our deposits—for which they pay close to nothing at the moment—and then lending that money out to various corporations, governments, schools, foundations, and other organizations the world over that need or want that money—everything from General Electric to the National Basketball Association—in exchange for what they hope will be a profit based on the credit risk that business or organization poses. Commercial banks, of course, also make loans available to individuals to enable the purchase of homes, cars, and whatever else we use our credit cards to buy.

Small Change: Why Business Won't Save the World
by Michael Edwards
Published 4 Jan 2010

The most radical versions of CSR — called third-generation or total corporate social responsibility — go even further in assessing and addressing “how a company affects the societal systems in which it exists through all of its activities, including advertising and lobbying.”10 Although it’s practiced by almost no one, that’s a very powerful idea. New business models take these ideas one step further. They attempt to change the ways in which companies operate at the most fundamental level by altering the legal structure of corporate governance, and producing goods and services through collaboration, not competition. Andrew Kassoy and his colleagues 22 small change at B Corporation, for example, have developed a system that mandates companies to deliver benefits to all their stakeholders, not just to their shareholders.11 Open source software and other forms of nonmarket peer production are already being used to create public assets like Wikipedia, showing how new business models can be built around the commons — the wealth we inherit or create together.

Personal Kanban: Mapping Work, Navigating Life
by Jim Benson and Tonianne Demaria Barry
Published 2 Feb 2011

His 20 years since university have seen him build light rail systems and neighborhoods as an urban planner, enterprise software and web sites for major government agencies as the co-owner of Gray Hill Solutions and, most recently, helping create better working environments for teams of all sizes as a collaborative management consultant with Modus Cooperandi. The common thread throughout his history has been the physical, regulatory, technological, emotional, fiscal and political boundaries of community. Jim has worked with corporate, government, and not-forprofit organizations of all sizes. He helps clients create sustainable collaborative management systems. He and his company Modus Cooperandi combine Lean principles from manufacturing, Agile methodologies from software design, and the communications revolutions of social media, as process and tool infrastructure.

The Third Industrial Revolution: How Lateral Power Is Transforming Energy, the Economy, and the World
by Jeremy Rifkin
Published 27 Sep 2011

Their Calvinist faith in the marketplace and hatred of big government—to the point of equating it with godless socialism—blinds them to corporate greed, allowing businesses to get away with creating a form of socialism for the select and pauperism for the people. Many Americans mistakenly believe that the American dream flows inexorably from an unhampered free market, and they close their eyes to the long history of corporate-government collusion. As long as Americans continue to believe that markets perform best for society when unencumbered by government, while they wink at a political process in which elected officials allow business trade associations to draft legislation that would benefit them at the expense of the rest of society, we are likely doomed as a nation.

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The solution begins with acknowledging that all of the great leaps forward in American economic history have occurred only when government helped finance the critical energy and communications infrastructure and continued to underwrite its performance so that thousands of new businesses could grow and flourish. Indeed, I cannot conceive of any practical way to advance a new economic era for the country, absent a full and robust partnership between government and business at every level—city, county, state, and federal. Second, we need to learn valuable lessons from the tawdry history of corporate-government relations in the past to ensure that the Third Industrial Revolution is of a different nature—that is, an open and transparent collaboration between government, business, and civil society, which represents the interests of all the American public, not just those of a corporate elite. Coming to grips with the real history of the relationship between industry and government will not be easy.

Breakout Nations: In Pursuit of the Next Economic Miracles
by Ruchir Sharma
Published 8 Apr 2012

Indonesia under Suharto had become a case study in why conglomerates should not be allowed to own banks—because combining lender and debtor under one roof is a debt crisis waiting to happen. As a result, many big Indonesian conglomerates are out of the bank business and are working hard to build clean balance sheets and professional corporate governance. The newly independent banks are very careful about whom they make loans to, and companies are very careful about where they invest. Since many of these tycoons were struggling to regain control of their companies for many years after Suharto’s fall, memories are fresh, and vigilance is still high.

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W., 177 Bradford, 212 brand management, 53–54, 90, 159, 162, 165, 167 Brazil, 59–72 agriculture in, 64, 66, 232 assets of, 59 banking in, 62, 69–70 billionaires in, 71, 78 budget limits in, 66, 70–71 capital markets in, 69, 70–71 China compared with, 61, 62, 63–64, 65, 66, 68–70, 71 constitution of, 64 consumer prices in, 12, 42, 59–61, 62, 66, 67–68, 71, 138, 232 currency of (real), 12, 13–14, 59–61, 62, 66, 67, 68–69, 232, 233 economic reforms in, 62–63, 66–67, 71–72 economy of, 12–13, 28, 61–72, 226 education in, 63, 65 as emerging market, 3–4, 7, 59–61, 63, 65–66, 67, 69–71, 85, 106, 113, 176, 253 factories in, 67, 68 financial crises in, 61–62 foreign investment in, 59, 63, 64, 66, 68–72 foreign trade of, 59, 61, 62, 67–68, 72, 159, 220, 223, 226, 232, 233–34 GDP of, 3–4, 63, 65, 66, 67, 72 in global economy, 68–71 government of, 42, 59, 63, 65, 66–67, 70–71, 72, 210, 248 government spending in, 42, 63, 65, 66–67, 70–71, 72 growth rate of, 3–4, 7, 11, 12–13, 14, 15, 61–64, 66, 67, 68–71, 88, 207, 235, 244, 246 health care in, 63 high-context society in, 39–40 hotels and restaurants in, 12, 59–61, 65 housing prices in, 61 immigration to, 95 income levels of, 8, 61, 63, 72, 75, 113 India compared with, 10, 39–43, 61, 70 inflation rate in, 42, 62, 66, 68–69, 248, 249 infrastructure of, 61, 64, 65, 69 interest rates in, 62, 67, 68–70 labor market in, 64–65 leadership of, 59, 61, 63, 66–67, 70–72, 210 loan defaults by, 61–62, 66 media coverage in, 70–71 Mexico compared with, 71, 75 “momento magico” of, 59 national debt of, 61–62, 66 natural resources of, 10, 59, 61, 63, 67–68, 69, 133, 159, 220, 226, 232, 233–34, 235 oil industry of, 63, 67–68 political situation in, 66–69 poverty in, 41, 66 productivity of, 63–64, 68 social stability in, 61–64, 66, 67, 71, 72 stock market of, 10, 59, 69–71, 233 taxation in, 63 transportation in, 64, 69, 85, 212–13 “trilemma” of, 68–69 unemployment in, 64–65 U.S. compared with, 12–13, 61, 66, 72 wage levels in, 42, 62, 65 wealth in, 12–13, 71 welfare programs of, 41, 42, 61, 63, 72 breakout nations, vii–x, 2, 10–16, 38–39, 49, 61, 89–90, 113, 244–46 see also specific nations bribes, 93, 137 BRICS, 253 bridges, 51, 195 bubbles, investment, 2–6, 107, 223–39 Budapest, 97 Buddhism, 199 budgets, x, 66, 70–71, 139–40 Buffett, Warren, 163 Bulgaria, 100, 109, 187 “bulldozer leadership,” 161 Bumiputeras people, 148–49 Burj Al Arab, 219 Burma, 10 Burundi, 209 Busan, 136 Bush, George W., 4–5 business cycles, 2, 5–6, 11, 223 Cairo, 128 Calderón, Felipe, 78, 79–80, 82 California, 24 Çalik, Ahmet, 123 call centers, 141 Cambodia, 188 cameras, 237 Cameroon, 89 Canada, 26, 180, 215, 223 Canal Istanbul, 116 Cape Town, 171, 175 Cap Ferrat, 94 capital controls, 178, 189–90, 252 Capital Economics, 21 capital flows, viii, x, 4, 69, 70–71, 93–94, 107, 131, 178, 189–90, 201, 228–30, 236, 238, 252 capitalism, 8–9, 10, 17–18, 25, 26–30, 38–39, 42, 46–47, 49, 50–51, 58, 62, 69–70, 71, 77, 106, 117, 118–19, 136, 141, 174, 197, 200–202, 218, 228–30, 252 “cappuccino economy,” 182 Cardoso, Fernando Henrique, 66 cargo ships, 200–201 cartels, 74, 75–76, 79–80, 208 Carter, Jimmy, 248 casinos, 201 Cayman Islands, 160 cement, 75, 135, 137, 139, 213 CEMEX, 75 , 81 Central Asia, 95, 113, 123, 166 Central Intelligence Agency (CIA), 30 Chaayu Blu resort, 196 chain stores, 53 change agents, 2–3 Chaser, The, 167 Chávez, Hugo, 190, 215 Chechnya, 85, 89, 96 checking accounts, 62 Chery, 161 Chhattisgarh, 46 Chiang Kai-shek, 165 chief executive officers (CEOs), 2, 60, 64, 72, 224 children, x, 21–22, 169 Chile, 41, 75 China, 15–34 agriculture in, 9, 17–18, 21, 22, 27, 41–42 auto industry of, 161 baby-boom generations in, 21–22, 37–38 banking in, 24, 25, 26, 92, 252 billionaires in, 25, 45, 91 Brazil compared with, 61, 62, 63–64, 65, 66, 68–70, 71 capitalist reforms in, 8–9, 17–18, 25, 26–30, 62, 69–70, 71, 106, 117, 118–19, 197, 200–202, 252 Communist regime of, 21–22, 25, 26–30, 117, 202–3, 247 consumer prices in, 16, 18, 22–23, 24, 25, 31–32, 53 credit market in, 32 currency of (yuan), 32–33, 68, 131, 132, 246–47, 254 demographics of, 17–18, 21–22, 37–38, 53 economic slowdown in, 17, 18–21, 32–34, 233–35, 241–42 economy of, 15–34, 197, 204, 227, 236, 241–42 as emerging market, 3–4, 7, 10, 87, 153, 164, 231, 253 emigration from, 82, 95 export-manufacturing zones in, 28 factories in, 17–18, 22–23, 28, 132, 230 five-year plans of, 20, 27 forecasts on, 2, 17, 18, 31–32 foreign currency reserves of, 26, 32–33 foreign investment in, 9, 18, 20, 32, 68–70, 183, 225 foreign trade of, 18, 20–21, 23, 26, 28, 29, 31, 32–33, 120, 148 GDP of, 1, 3–4, 17, 18, 20, 26, 32, 65, 85, 139, 236, 243, 252 “ghost cities” in, 16, 24–25 as global economy, 1, 2, 18–19, 230, 233–36, 241–42 growth rate of, 3–4, 7, 8–9, 11, 12, 16–21, 26, 29–34, 51, 58, 61, 62, 63–64, 68–69, 87, 118–19, 132, 133, 136, 187, 201–2, 204, 223, 224, 233–35, 241–42, 245, 254 Han population of, 53 as high-context society, 41 highways in, 17, 20, 21, 65, 231 housing market in, 16, 18, 24–25, 28–29, 31, 32 income levels of, 8, 11, 16–21, 24–25, 58, 86 India compared with, 1, 10, 19, 25, 36, 37–38, 41, 45, 47, 52, 53, 56, 57, 58 Indonesia compared with, 132–33, 135, 136 inflation rates in, 17, 22, 23, 24, 25, 31, 33, 248 infrastructure of, 20–21, 62, 65, 236 Japan compared with, 18, 20, 22, 24, 31, 32–33 labor market in, 17, 21–23, 27, 32, 47, 164, 170, 246–47 labor unrest in, 17, 22–23, 32, 47 leadership of, 8–9, 17, 26–28, 32, 33, 47, 71, 132, 200–203, 248 manufacturing sector of, 17–18, 22–23, 28, 132, 230, 235 media coverage of, 21, 22–23 Middle Kingdom of, 199 migrant workers in, 22–23, 27 national debt of, 17, 18, 252 natural resources imported by, 19, 61, 229, 230, 231, 233–36 one-child policy of, 21–22 population of, 17–18, 19, 21–22, 37–38, 53, 56, 57, 82 ports of, 20–21, 62, 65, 200–201 privatization in, 24–25, 252 productivity of, 63–64, 68, 80 public transportation in, 15–16, 20, 21, 22–23, 65, 231 residency permits (hukou) in, 27, 29 rural areas of, 17–18, 21, 22–23, 27, 41–42, 57 Russia compared with, 19, 25, 85, 86, 87, 88, 91, 92 savings rate in, 31, 62, 119 social unrest in, 24–26, 27, 28, 31–32, 47 South Korea compared with, 158–59, 161 state-owned enterprises in, 69, 88, 252 stock market of, 26, 69–70, 88, 189 Taiwan compared with, 155, 164, 169–70 telecommunications in, 207, 237, 238, 239 Thailand compared with, 39 Turkey compared with, 117, 118–20, 122 unemployment in, 32, 62 urban areas of, 21, 22–25, 31, 33, 57 U.S. compared with, 17, 18, 24, 237, 238, 239, 241–42, 246–47 Vietnam compared with, 30, 199, 200–203, 204 wage levels in, 21, 22, 23, 24, 25, 29, 45, 80, 91, 132 wealth in, 25, 31–32, 236 women in, 21, 24, 31 Chinese language, 53 Chinese Nationalists, 165 Chissano, Joaquim, 195, 206 Christianity, 123, 211 Chrysler, 75 Chung Ju Young, 161 Chung Mong Koo, 162 Churchill, Winston S., 49 Cinnamon Lodge resort, 196 Citibank, 91 Ciudad Juárez, 79 Clinton, Bill, 225–26 CLSA, 238 CNBC, 70–71 coal, 133, 135, 170, 180, 225 Coca-Cola, 75 coffee, 67, 69, 232 Cold War, 86, 87, 134 Coleman, 247 college endowments, viii Collor de Mello, Fernando, 66 Colombo, 191, 192 Commission on Growth and Development, 235 “commodity.com” illusion, 223–39 “commodity supercycle,” 223 Commonwealth Games, 42 Communism, 4, 21–22, 25, 26–30, 83, 84, 85, 86, 89, 97, 102, 103, 104, 111, 117, 170, 175, 199–200, 202–3, 247 computers, 158, 164, 203–4, 236–39 Confucianism, 199 conglomerates, 125–26, 134, 138, 161–63, 167–69, 178 Congo, Democratic Republic of, 205, 209 Congo, Republic of, 4 Congress of South African Trade Unions (COSATU), 175, 181 Congress Party, 39, 41–42, 47–49, 55–56, 174, 176 conspicuous consumption, 6 construction industry, 123, 166, 213 consumer electronics, 147–48 consumer prices, 6, 12, 16, 18, 22–23, 24, 25, 31–32, 38, 39, 42, 49, 52–54, 57, 59–61, 62, 66, 67–68, 71, 75–76, 83–84, 86, 87, 94, 121, 126, 137–38, 157, 179, 232, 235 container vessels, 200–201 contracts, labor, 17 Coolidge, Calvin, 39 copper, 19, 120, 141, 223, 224, 229, 231 Cornerstone Analytics, 227 corporate governance, 134 corporate taxes, 63, 76, 126–27, 214–15, 254 corruption, 25, 76–77, 89, 91, 93, 107, 117–18, 134–35, 137, 151, 204–5, 206, 209, 210, 217 see also graft counterrevolution, 111, 118, 125–26 creative destruction, 46 credit, 8, 32, 38, 42, 43–44, 45, 46–47, 49–51, 58, 150, 157, 202 credit cards, 8, 157 Credit Suisse, 50 crime rate, 71, 78, 181, 211 “crony capitalism,” 10, 25, 38, 42, 46–47, 49, 50–51, 58, 131, 139 Cuba, 191 cuisine, 52–53 currencies, 4–5, 9, 12, 13–14, 26, 28, 32–33, 59–61, 62, 66, 67, 68–69, 73, 80, 92–93, 100–108, 115, 120, 131, 132, 146–47, 149, 159–60, 178, 179, 196, 209, 232, 233, 243, 246–47, 254 “czarist mentality,” 96 Czech Republic: auto industry of, 103 banking in, 103, 105–7 as breakout nation, 99–100 currency of (koruna), 108 as emerging market, 106, 110 as Eurozone candidate, 11, 99–100, 106–8, 109, 254 GDP of, 100 growth rate of, 97, 99–104, 244–45 inflation rate of, 249 national debt of, 105–6 population of, 106 post-Communist era of, 97, 102, 104, 111 Dae Jang Geum, 167 Daewoo, 160, 162 day traders, 220, 224 debt, national, 4, 5–6, 8, 17, 18, 24, 57, 61–62, 66, 76, 80–81, 85, 86, 92–93, 100, 105–6, 119–22, 134–35, 170, 176, 177, 231, 252 debt, personal, 8, 57–58, 157, 182–83 defaults, 61–62, 66, 252–53 deficits, x, 109–10, 147, 254 Delhi, vii–viii, 43 Dell, 158 democracy, 29–30, 48–49, 50, 55–56, 58, 77, 89, 96, 114, 118, 119, 123, 127, 143, 156, 173–76, 194, 205 Democratic Alliance Party, 175–76 Democratic Republic of Congo, see Congo, Democratic Republic of “demographic dividend,” 37–38, 55–56, 58, 126 demographics, 17–18, 21–22, 37–38, 55–56, 58, 126, 225, 231–32 Deng Xiaoping, 8–9, 17, 25, 26–28, 199, 200–201 dependency ratio, 37–38 Detroit, 162 devaluations, currency, 62, 108, 132 developing countries, vii–x, 2, 7, 10–16, 20, 28, 38–39, 42, 44, 49, 61, 65, 68, 89–90, 113, 123, 158, 184–91, 204–8, 233–39, 242–4 commodity exports of, 204, 223–39 see also breakout nations diamonds, 176, 205 dictatorships, 29–30, 127, 173, 246 Disney, 3 DMK, 48 Dogus family, 125 dollar, 7, 13–14, 18, 32–33, 59, 67, 70, 73, 103, 131, 132, 232, 233, 234, 243 “domestic content” rules, 213 Domino’s Pizza, 53 dotcom bubble, 3, 6, 157, 164, 189, 223–24, 225, 227, 230 Dow Jones Industrial Average, 9, 47 dowries, 145 “Dr.

The Code of Capital: How the Law Creates Wealth and Inequality
by Katharina Pistor
Published 27 May 2019

Among these were the Buffett Institute at Northwestern University, Chinese University of Hong Kong, ETH Zurich, Goethe University in Frankfurt, Humboldt University of Berlin, Inter-disciplinary Center Herz-liya in Tel Aviv, KU Leuven (where I had the honor of giving the Dieter Heremans Fund Lectures in Law and Economics in 2016), the London School of Economics, Oxford University, Tel Aviv University Faculty of Law, as well as participants at annual meetings of the Global Conference on Economic Geography, the Global Corporate Governance Institute, and WINIR, the World Interdisciplinary Network for Institutional Research. The comments and feedback I received at these venues from colleagues and students helped to clarify my arguments and saved me from many errors and wrong turns. I was also fortunate to have many close colleagues and friends who cheered me along the way.

…

Note that rating agencies are private businesses; however, the US government officially recognized several rating agencies and stipulated in financial regulations that their credit risk rating was critical for regulatory purposes. For a history and function of rating agencies, see John Coffee Jr., Gatekeepers: The Professions and Corporate Governance (Oxford: Oxford University Press, 2006), and Frank Partnoy, “How and Why Credit Rating Agencies Are Not Like Other Gatekeepers,” Legal Studies Research Paper Series: Research Paper No. 07–46 (2006):59–102. 7. See chapter 2. 8. NC2 Prospectus p. S-60. 9. NC2 Prospectus p. S-11. 10. FCIC Report (2011), chap. 7, p. 105. 11.

Philanthrocapitalism
by Matthew Bishop , Michael Green and Bill Clinton
Published 29 Sep 2008

This has brought about what he calls a “fundamental shift in the global power equation”: as state power has declined, the influence of corporations on communities, on the lives of citizens, and on the environment has sharply increased. Schwab takes a broad view of citizenship that extends well beyond traditional giving through a corporate foundation. In his opinion, there are five different sorts of engagement between a firm and society: corporate governance (which can include ethical rules, such as on corruption); corporate philanthropy (giving money and time); corporate social responsibility (how a firm responds to the concerns of its stakeholders); corporate social entrepreneurship (transforming socially or environmentally responsible ideas into products or services); and global corporate citizenship (engagement at a macro level on issues of importance to the world).

…

But since companies listed on major stock exchanges could not be compelled to publish country-by-country accounts, Soros switched the campaign’s attention from companies to governments. The British government, the World Bank, and the International Monetary Fund all came on board, and with their help the Extractive Industries Transparency Initiative (EITI) was born in late 2002. Corporations, governments, and civil society were brought together to develop disclosure standards for companies and governments in oil-, gas-, and mining-dependent countries. Soros’s foundation network is still deeply involved in this effort and has set up Revenue Watch groups in several countries to track payments to governments.

Transaction Man: The Rise of the Deal and the Decline of the American Dream
by Nicholas Lemann
Published 9 Sep 2019

Back in 1912, when Theodore Roosevelt and Woodrow Wilson were arguing between the New Nationalism and the New Freedom, Berle was too young to take sides officially. By the 1930s he had taken a side. He was a New Nationalist—a Clash of the Titans liberal. Because Berle’s intellectual milieu was a highly enclosed world in which law professors debated technical questions of corporate governance and ownership, he was not immediately understood as what he understood himself to be—a big thinker about power. The one immediate challenge to Berle’s writing about corporations came from a Harvard law professor named E. Merrick Dodd. From the law review articles Berle had published before The Modern Corporation and Private Property was finished, Dodd got the impression that Berle’s main complaint about the corporation was that its managers weren’t running it solely for the economic benefit of their shareholders.

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By Berle’s reckoning, the economic dominance of the corporation had only increased since the 1930s: now, only 135 corporations owned 45 percent of the country’s industrial assets, and 25 percent of the world’s. The reason this did not trouble him as it once had was that government had become powerful enough to control the corporation; government in fact owed a debt to the corporation, for providing it (via Berle’s writings) with the justification to enlarge itself. The United States now had “a mixed system in which governmental and private property are inextricably mingled … not the result of any creeping socialism. Rather it is a direct consequence of galloping capitalism.”

Making It Happen: Fred Goodwin, RBS and the Men Who Blew Up the British Economy
by Iain Martin
Published 11 Sep 2013

None of this seemed apparent in 2007. In July of that year, Tiner left the FSA and said: ‘This seems to me to be the right time to pass on the baton, with the FSA set firmly on the road to more principles-based regulation.’ Next, he was appointed to write a report for the government on the corporate governance of the National Audit Office. It was as though there was an establishment ‘revolving door’. Ed Balls, then the Economic Secretary to the Treasury, Brown’s friend and most trusted adviser, also praised the FSA in generous terms. When the National Audit Office published its review of the regulator, Balls welcomed the findings: ‘The report shows that the FSA is working well, and is a world leader in a number of areas – which can only be good for the competitiveness of the UK financial services sector.’

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That quirk can be traced back to the unusual way he was hired by George Mathewson in 1998. When Goodwin arrived he had been given vague assurances that he could transfer over all of his pension, and be treated as though he had actually been at the Royal Bank since the age of twenty. ‘It was a shocking thing to have done in corporate governance terms,’ says an RBS executive. ‘It was a case of, aye that’ll be fine, we’ll sort that out later.’ In 1998, Miller Mclean, the company secretary, was given the job of resolving it, which took years and ended with Goodwin getting a contract that gave him an advantageous pension arrangement.

Pegasus: How a Spy in Your Pocket Threatens the End of Privacy, Dignity, and Democracy
by Laurent Richard and Sandrine Rigaud
Published 17 Jan 2023

The spyware operators were back in the phone just five days later and again in May, June, July, and August. They attacked Khadija’s iPhone on four separate occasions in the first few weeks of September alone. On September 10, 2019, three days after an attack on Khadija’s iPhone, NSO Group trumpeted its new corporate governance regime. This updated policy was designed to bring the company into “alignment with the UN Guiding Principles of Human Rights,” read the press release, “cementing the company’s existing industry-leading ethical business practices.” NSO announced the formation of a “Governance, Risk and Compliance Committee,” as well as a separate set of outside experts who could offer the company guidance on human rights issues: one former secretary and one former assistant secretary of the US Department of Homeland Security, as well as a French diplomat who had been first secretary at the embassy in Tel Aviv and an ambassador to the US.

…

See Azano Matsura, Jose Susumo Mubarak, Hosni Mukhtarli, Afgan Munzinger, Hannes Murdoch, Rupert Murillo Karam, Jesus Muslim Brotherhood Mustafayeva, Leyla National Flag Square national security, vs. privacy NEC Neryia, Avishai Netanyahu, Benjamin “network injection attack” Nevada News of the World New York Times Nexa Technologies Nicolino, Fabrice North Korea Novalpina NSO Group Technologies LTD (see also Pegasus) Aliyev government and Azano and bar on infecting mobile phones with US numbers clients of. see also Pegasus end users; specific countries company image competition and corporate governance regime of countermeasures of customers of demise of domain names of employees of financial woes of Francisco Partners and “Governance, Risk and Compliance Committee” Guarnieri answers questions about. see also Pegasus Haaretz and heads of state targeted by Human Rights Policy of Hungary and Israel and Khashoggi assassination and lawsuits against letter from lawyer for license of origin story of publicity campaign to defend regulatory regime and report presented to before publication request-for-response letter to resellers of sales agents of stated values of Transparency and Responsibility Report uses Amazon Web Services as host using process names as camouflage value of vetting program WhatsApp’s lawsuit against Ó Cearbhaill, Donncha background of closing in on NSO development of forensic tool and digital forensic analyses and discovery of Pegasus and Forensic Methodology Report hacktivism and in Ireland Ismayilova and joins Amnesty Tech meeting in Berlin Megalodon and methodology of Mobile Verification Toolkit (MVT) and Radi’s phone and safety concerns Security Lab offline and Technical Analysis of Forensic Traces and Network Measurements Obama, Barack Obermaier, Frederik Obermayer, Bastian Obermayer, Suzanne Obiang, Teodorin oil Olea, Xavier Olioll Olum operating systems, NSO licensing and Oracle Orbán, Viktor Organized Crime and Corruption Reporting Project (OCCRP) Orient XXI Orlando, Florida, nightclub shooting in Orwell, George overregulation Palestinians “Palladium” Panama Panama Papers Panama Project (see also Panama Papers) Panyi, Szabolcs Paradise Papers Pasha Construction Pasha Holdings Pashayevs family Patrucic, Miranda PayPal pedophiles Pegasus development of discovery of earliest system end users of. see also specific countries evolution of heads of state targeted by Khashoggi’s killing and licensing of marketing of offered to Israel’s prospective allies SEDENA’s disappointment with STDi purchases rights to resell targets of. see also specific individuals and groups trickling sales of Pegasus Anonymizing Transmission Network Pegasus Project backlash against conference gaining momentum ground rules identity verification and lawyer for libel laws and maintaining secrecy of and NSO official confirmations of attacks reported publication of security protocols Pegg, David Pelloux, Patrick Peña Nieto, Enrique Pennzoil Perrault, Gilles, Our Friend the King Perrin, Edouard Pethő András Photobucket photos (see also Apple Photos) Pièces à Conviction Pineda, Cecilio Pineda, Marisol Plenel, Edwy Poland politicians (see also specific individuals) Premières Lignes Priest, Dana privacy, vs. national security Proceso process names Puebla, Mexico Putin, Vladimir Qatar Qualcomm Querétaro, Mexico “rackable servers” Radi, Omar after February 20 Movement arrests of conviction of digital forensic analyses of his phone interviews of in jail personal story of targeting of trial of Radio France Radio Free Europe/Radio Liberty (RFE/RL) Radu, Paul Raimondo, Gina M.

Words That Work: It's Not What You Say, It's What People Hear
by Dr. Frank Luntz
Published 2 Jan 2007

If the forces of change have descended on your doorstep and you find yourself having to defend the status quo, the phrase that pays is “do no harm.” I learned this principle while working for a Fortune 100 health care company that was interested in stalling or perhaps even blocking SEC efforts to promote reforms to corporate governance rules in the name of the ever-popular “shareholder democracy” principle. Since I assumed that the concept of “shareholder democracy,” a term (and policy) that has no real definition and yet satisfies at least half of the ten rules for effective communication, would be so popular that no language, no matter how polished or reasoned, would achieve this task, I passed the job off to a colleague, Buckley Carlson.

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” • True, “shareholder democracy” would make it easier to challenge the decisions of the Board of Directors, particularly in regard to compensation for corporate officers, and that would make individuals and the entire board more accountable. But shareholders feared it would aid outsiders or dissidents in wreaking havoc on corporate governance by challenging every decision the board made. Words that work in response: “increased instability” and “creating corporate chaos.” • True, “shareholder democracy” would allow a smaller minority of shareholders to participate more actively in company affairs. But shareholders knew it would increase the potential for professional raiders to move in and break up the company, just as Michael Douglas did to Blue Star in Oliver Stone’s blockbuster movie Wall Street—turning a quick profit for themselves at the expense of employees, customers, and long-term shareholders.

The Snowball: Warren Buffett and the Business of Life
by Alice Schroeder
Published 1 Sep 2008

“We would come and wash Buffett’s car to have him on our board…. There’s not a person in the world who wouldn’t take himon their board…. CalPERS’s action shows the stupidity of corporate governance run amok…analogous to an NFL coach preferring an unknown quarterback from a Division II college instead of a Super Bowl quarterback…. If you were a shareholder, given the choice to have Warren Buffett on that board or not, you’d want him.”11 The Financial Times referred to ISS as the Darth Vader of corporate governance, citing a position that “smacked of dogma.”12 With inkwells of backlash spilling all over them, CalPERS and ISS began to look foolish, “somewhere between hideous and self-promoting populists,” as one retired CEO put it on the survey.

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“Although our form is corporate, our attitude is partnership,” they wrote. “We do not view the company as the ultimate owner of our business assets, but, instead, view the company as a conduit through which our shareholders own the assets.”7 This statement—deceptively simple—amounted to a throwback to a former generation of corporate governance. The modern-day corporate chief viewed the shareholders as a nuisance, a noisy or quiet group to be appeased or ignored. They were certainly not his partners or his boss. We don’t play accounting games, Buffett and Munger said. We don’t like a lot of debt. We run the business to achieve the best long-term results.

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When the Berkshire board met, it was to listen to Buffett teach, just as every occasion—from a party to a luncheon to a sing-along with Jim Clayton—turned into an opportunity for Buffett to figuratively stand at the blackboard, fingers dusty with chalk. The reason shareholders cared about Berkshire corporate governance was not oversight, however, but the question of who would succeed Buffett, who was now almost seventy-three. He had always said there was a “name in an envelope” crowning his successor. But he would not acquiesce to the pressure to reveal the name, because that would tie his hands to one person, and events could change.

Ten Arguments for Deleting Your Social Media Accounts Right Now
by Jaron Lanier
Published 28 May 2018

The most dispiriting side effect of BUMMER policy-tweaking is that each cycle in the arms race between platforms and bad actors motivates more and more well-meaning people to demand that BUMMER companies take over more and more of our lives. We ask remote, giant tech companies to govern hate speech, malicious falsified news, bullying, racism, harassment, identity deception, and other nasty things. Well-intentioned activists demand that corporations govern behavior more and more. “Please tell us what we can say, oh rich young programmers of Silicon Valley! Discipline us!” The bad actors who wish to discredit democracy using the BUMMER machine win even when losing ground to well-meaning activists. There are examples of unfortunate BUMMER incentives throughout this book.

Literary Theory for Robots: How Computers Learned to Write
by Dennis Yi Tenen
Published 6 Feb 2024

The disassembly of a chatbot, a smart mobile phone assistant for instance, reveals multiple, diffuse locations where thought happens. Some “smarts” are baked into the circuit. Some happen in the cloud. Some lead to large-­scale feats of electrical engineering, software development, and project management. More threads connect to institutional decision-­making, marketing, corporate governance. Together, these linkages constitute the “smarts” of a mobile phone assistant, within a single massively collaborative act of intelligence. As before, multiplicity confounds. We are at pains to acknowledge a long list of collaborators baked into the technology. A crowd of ghostly assistants surrounds the act of writing.

Democracy Incorporated
by Sheldon S. Wolin
Published 7 Apr 2008

See also demos Many, the masses populism Pericles, 247 Perle, Richard, 313n16 Philippine Islands, 105, 190 philosophy, 118, 169–71 Plato, 118, 168, 170, 171, 243, 264–66, 279, 281, 333n13 Republic, 138 police, 70, 107–8, 158, 214–16, 217 political parties: and common good, 201 competition between, 148 and corporations, 201 democratization of, 258 and election of 2004, 205–6 and elections, 201 and empire, 194, 197 and Hobbesian sovereign, 77 and inverted totalitarianism, 56, 184–89, 197, 201 loyalty to, 111 and third party, 205, 216, 258 Zakaria on, 176 poor, the, 62, 85, 94, 101, 144, 149, 156, 206, 219, 268 populism, xxii and Cold War liberals, 27 and Constitution, 155 and demos, 258 and evangelicalism, 119 and Founding Fathers, 225 and Hamilton, 282 and low voter turnout, 156 and neomercantilism, 220 of1930s, 23, 38 and patriotism, 112 and privatization, 284 and public protest, 214–16, 217 and Republican Party, 224 revival of, 274 and social democracy, 203 and workers, 277 Zakaria on, 175. See also people, the Powell, Colin, 230 president/executive branch: and checks and balances, 77 and citizens, 282 and Constitution, 225, 229, 275 and constitutions, 98 and corporate governance, 102, 103 and economy, 102 and election of 2000, 64, 94, 101–2 and empire, 245 and Hamilton, 234–35 as independent of Congress, 235 and indirect elections, 257 and inverted totalitarianism, 239 and Mansfield, 171–72 powers of, 11, 15, 16, 43, 70–71, 78, 240, 258, 272, 287 and Reagan, 271–72 and war, 98, 105 and weak Congress, 202 and World War II, 25 prison system, 57–58, 284 privatization, xviii, 136–37, 161, 213, 283, 284, 290 professions, 174, 175 progress, xix, 118 Progressives, 258, 277 progressivism, xxii, 203, 220, 273 propaganda, 53 property, 153, 251, 254, 279–80 protest, public, 78, 104–5, 107, 108, 165–66, 190, 214–16, 217, 277–78 Protestantism, 115, 123, 124, 180, 185, 204 Protestant Reformation, 123 public debate, 20, 32 public service, 139, 143, 145–46, 219, 290, 291 public vs. private, 145, 224 Puritans, 154 Putney debates, 250–53 al Qaeda, 50, 93 race, 57–58, 102, 207, 278, 300n58 Rainsborough, Thomas, 251–52, 253 Rawls, John, 323n10 Reagan, Ronald, 24 and archaism, 120 and corporations, 139 and elitism, 130 and government as enemy, 156–57 and homosexuality, 58 and later Bush administrations, 216 and military, 200 and myth, 103 presidential power under, 271–72 and religion, 116 and Republican Party, 223 and social democracy, 274 and social programs, 195, 204 Reagan Democrats, 203–4, 285 Reconstruction, 209 red scare, 39 Reed, Ralph, 119 religion, 111, 114–20 and capitalism, 128 civil, 27, 37, 120, 153 and corporations, 46, 116, 127, 128–29 and democracy, 2–3, 119 and education, 119 evangelical, xxi, 115, 123–24, 187 and French Revolution, 253 fundamentalist, 62, 115, 127–28, 129, 224, 225, 310n9 Huntington on, 180 and inverted totalitarianism, xxi, 47 and liberalism, 219 Machiavelli on, 152, 153 and manipulation of electorate, 284–85 and the Many, 129 and McCarthy, 37 and media, 12–13, 117 in post-classical Europe, 248 and Reagan, 272 and Republican Party, 115, 123, 127, 224 and science, 115–16, 126–27 and September 11, 2001, attacks, 6, 9–10 Strauss on, 170 and Superpower, 62 renditions, 57, 235.

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See also Greece, ancient Stalin, Joseph, xvii, xxi, 44, 176, 217 Stalinism, 62 Stanley, Charles, 114 state: and Cold War, 26, 39 and corporations, xxiii, 58, 63, 67, 87, 92, 112–13, 131, 135, 143, 195, 200, 220, 238–39, 284, 287 as disinterested, 138 and economic archaism, 122 enlarged power of, 71 and fear, 74 and Hobbes, 74, 75 Huntington on, 179 and liberalism, 269–70 and The National Security Strategy of the United States, 86 reason of, 90, 133 single-party, 184–85 and Superpower, 62, 131, 270. See also government Strauss, Leo, 95, 118, 159, 167–71, 264, 312n23 Straussians, 151, 179 Summers, Lawrence H., 160–61 Superpower: and archaism, 117, 124 censorship of protest against, 108 and Constitution, xxi, 51, 99–100, 101, 131–32, 237 and corporate governance, 102–3 and corporations, 131, 132, 133, 139, 143 corruption in, 193–94 and democracy, 51, 100, 101, 107, 233, 237, 260, 267 dismantling of, 81 and economy, 60 and elections of 2000, 166–67 and elites, 160, 161 emergence of, 60–61 and empire, 132, 133, 191, 209 and expansionism, 233 and fear, 67 as flouting international norms, 135 and George W.

Warnings
by Richard A. Clarke
Published 10 Apr 2017

Actually, we are still both very optimistic people with great faith in science and engineering, confidence in the potential of leaders to effect change, and hope that the future will be better than the past. Nonetheless, that brighter, better future will not occur by itself. Progress is not inevitable. A desire to ensure progress leads us to the critical recommendation of this book: institutionalizing systems to deal with Cassandras, within universities, corporations, governments, and international bodies. Such systems must expressly encompass four functions. First, they must scan the horizon, alert for new warnings that might otherwise go undetected. Second, they must sift the credible from the dubious, separating the signal from the noise. Third, the systems should employ a consistent methodology to evaluate possible courses of action in response to the warning.

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Thus, we must systematically identify the people who see the risks first, test what these potential Cassandras are saying, then make transparent and explicit decisions about how to deal with the risk. This is a demanding and never-ending process, but we believe that doing it would raise the quality of decision making within corporations, governments, and the global community. Given the potential risks we will be facing in this century, the costs of not facing them in time will be unprecedented. Thus, it is important to take the time to listen for Cassandra. Can you hear her? ACKNOWLEDGMENTS We wish to thank the Cassandras profiled in this volume for their time and their willingness to help us understand their concerns, their lives, and them.

The Job: The Future of Work in the Modern Era
by Ellen Ruppel Shell
Published 22 Oct 2018

The Encouraging Employee Ownership Act will encourage fast-growing companies and start-ups to give more employees an ownership stake by reducing the paperwork burden on privately held businesses. This will allow greater distribution of equity beyond just the C-suite.” Joseph Blasi, the J. Robert Beyster Distinguished Professor at Rutgers University School of Management and Labor Relations, is an expert on corporate governance. He reminded me that while true worker-owned cooperatives are relatively rare, worker-owners are not. “Although I believe this is a special moment in time for cooperatives, we have to avoid tricks to make co-ops seem bigger than they are,” he told me. A more viable approach, he said, and the one to which Warner likely alluded, is Employee Stock Ownership Plans (ESOP), a tax-advantaged retirement plan that allows workers to buy out all or part of an owner’s interest in an established company.

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In April 2013, Facebook founder and CEO Mark Zuckerberg collaborated on the launch of Fwd.us, a proimmigration collective whose members included Bill Gates, Google’s Eric Schmidt, Yahoo CEO Marissa Mayer, and Silicon Valley venture capitalist and billionaire John Doerr. narrows the gap between the highest and lowest earners Derek C. Jones, “The Ombudsman: Employee Ownership as a Mechanism to Enhance Corporate Governance and Moderate Executive Pay Levels,” Interfaces 43, no. 6 (December 1, 2013): 599–601, https://doi.org/​10.1287/​inte.2013.0709. Also, in Europe at least, employee-owned firms in every industry have been shown to be at least as efficient as investor-owned firms. See, for example, Fathi Fakhfakh, Virginie Pérotin, and Mónica Gago, “Productivity, Capital, and Labor in Labor-Managed and Conventional Firms: An Investigation on French Data,” ILR Review 65, no. 4 (October 1, 2012): 847–79, https://doi.org/​10.1177/​00197939­1206500404.

Speculative Everything: Design, Fiction, and Social Dreaming
by Anthony Dunne and Fiona Raby
Published 22 Nov 2013

The design collective Metahaven has developed a sustained critique of neoliberalism through a series of uncorporate identities for imaginary corporategovernment states by subverting branding and corporate identity strategies from a graphic design perspective.18 Their Facestate (2011) installation for Graphic Design: Now in Production at the Walker Art Center explored parallels between social software and the state: "It is about politicians hailing the entrepreneurship of Mark Zuckerberg, about the neoliberal dream of minimal government interference, about the governance of social networks, about face recognition, about debt, about the future of money and currency in social networks, and about the dream of total participation. "19 Metahaven combines extensive research with the setting out of fictional corporate government hybrids through design. Sternberg Press, Berlin, Solution Series Cover Artwork, 2008, ongoing. Designed by ZAK Group, London. Whereas Metahaven goes straight to the heart of the system producing political fictions expressed through corporate brand and identities, we are interested in exploring how the consequences of different political systems might affect things such as food production, transport, energy, and work, ideally with surprising and unexpected outcomes or how different political systems could create very different experiences of everyday life.

Liars and Outliers: How Security Holds Society Together
by Bruce Schneier
Published 14 Feb 2012

His subsequent treatment by the U.S. government—which incarcerated him, stripped him of due process, and tortured him—is in part a societal pressure by the government to prevent copycat defections. In previous eras, the king might have put his head on a pike for all to see. Such anti-defection measures don't work perfectly, of course. Almost all corporate, government, and other institutional misdeeds become public eventually. All militaries have some level of insubordination and desertion. Historically, desertion was huge, mostly because there was no good way to enforce cooperation most of the time. These days, in most countries, it's generally kept at a low enough level that it doesn't harm the military organization as a whole.

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Byrne (2010), “False Profits: Reviving the Corporation's Public Purpose,” UCLA Law Review Discourse, 25:25–49. Patrick Bolton, Jose Scheinkman, and Wei Xiong (2006), “Executive Compensation and Short-Termist Behaviour in Speculative Markets,” Review of Economic Studies, 73:577–610. Lynne Dallas (2011), “Short-Termism, the Financial Crisis and Corporate Governance,” San Diego Legal Studies Paper No. 11–052. Lawrence Mitchell (2011), Corporate Irresponsibility: America's Newest Export, Yale University Press. Alfred Rappaport (2011), Saving Capitalism from Short-Termism, McGraw-Hill. investors have access John C. Bogle (2005), The Battle for the Soul of Capitalism, Yale University Press.

Red-Blooded Risk: The Secret History of Wall Street
by Aaron Brown and Eric Kim
Published 10 Oct 2011

We accomplished our goals at all companies, and forged friendly relations with six out of seven. We almost won a contested board election and we eliminated antishareholder provisions at all companies. What we failed to do was persuade anyone outside a small circle of true believers that Internet oversight was a better model of corporate governance than the current system. As Phil Goldstein, who does more contentious corporate raids, told me, “No one wants to pay for activism.” Everyone cheers the activists, and then sells their shares at any price bounce that the activism produces. We had the same thing at our message boards. People encouraged us as they were dumping shares.

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So that was the easy part, starting an Internet business. The slightly harder part was thinking about businesses that people would want once the bubble popped. Martin and I deduced correctly that people would blame Wall Street equity analysts and investment bankers, and they would focus on improved corporate governance and fundamental stock valuation. Simple transparency and honesty would be refreshing. That should have done wonders for eRaider.com. Also, eRaider.com bought stocks calculated to do well when the bubble burst. That was something that confused almost everyone who wrote about us. It wasn’t just unusual for an Internet company to be betting against the Internet; it was inconceivable.

Last Man Standing: The Ascent of Jamie Dimon and JPMorgan Chase
by Duff McDonald
Published 5 Oct 2009

Sitting on a bookshelf in his office was an Australian leather hat under glass. Beneath it, a clock was counting down to zero, with only 150 days remaining—a gift from the JPMorgan Chase executive Blythe Masters. “That’s going to be hard to chew,” he laughs. Dimon stepped down from the board of Yum! Brands when he became president of JPMorgan Chase. At the time, corporate governance experts and the media had begun shining a spotlight on the issue of interlocking directorates—evidence of the clubbiness atop large American companies—and both Dimon and David Novak—the CEO of Yum!—decided they didn’t need the trouble. “I told David, ‘I need you on my board more than you need me on yours,’” Dimon recalls.

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(Interestingly, Dimon now agrees with Weill’s position at Citigroup that there be no insiders on the board. “But at that point in time there were lots of boards that had them,” he says. “I agree you shouldn’t have any. But that wasn’t the issue for Sandy. He wasn’t saying, ‘We’re going to do this for corporate governance reasons.’ That wasn’t the issue at all.”) A few months after the merger, Dimon and a group of JPMorgan Chase’s senior executives were having a dinner in a private room at Le Bernardin, when Ina Drew, then head of the bank’s treasury group, walked into the room and announced that Sandy Weill and Ken Bialkin were eating in the main room with their wives.

Masters of Management: How the Business Gurus and Their Ideas Have Changed the World—for Better and for Worse
by Adrian Wooldridge
Published 29 Nov 2011

Shareholders were not content to sit back and let bosses enrich themselves in their name. They wanted to take a more active role in governing companies and preventing corporate disasters. From the perspective of shareholder rights activists, the problem with shareholder capitalism was not that it shifted the focus of corporate governance from the managers to the owners. It was that it did not shift the focus enough. The shareholder rights movement produced a new class of boardroom activists who started popping up at normally somnolent annual meetings and peppering bosses with difficult questions. These included Robert Monks, an American gentleman of the old school, and Ekkehard Wenger, a rather less gentlemanly German economist who defends his abrasive style with a quotation from Schiller: “One must tell the Germans the truth as coarsely as possible.”

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Francois Brochet, of the Harvard Business School, points out that Sarbox has a good record in protecting corporate investors from insider shenanigans.8 The legislation forces corporate insiders and big shareholders to report changes in their ownership of company stock to the SEC within two business days of their transactions. This not only makes it easier for small investors to respond to insider purchases quickly, it also discourages the Martha Stewarts of this world from selling stock in anticipation of bad news. Sarbanes-Oxley helped to speed up a revolution in corporate governance that would probably have triumphed, eventually, even without the scandals of 2002. From the 1990s onward, reformers such as Sir Adrian Cadbury in Britain and Nell Minnow in the United States have been trying to sweep away the cozy old world of long lunches and old-school ties in favor of a new regime based on checks and balances in the distribution of power and professionalism in its execution.

When McKinsey Comes to Town: The Hidden Influence of the World's Most Powerful Consulting Firm
by Walt Bogdanich and Michael Forsythe
Published 3 Oct 2022

And Jürgen Schrempp, a former DaimlerChrysler chief executive, abruptly resigned from the Transnet board because the agency failed to consult him before appointing a new chief executive, Brian Molefe. The decision to bypass him, Schrempp said, was “totally inappropriate” and a reflection of “poor corporate governance”—words that should have resonated with McKinsey, especially since Schrempp was well known to the firm’s German partners. While Schrempp remained in the dark, the appointment came as no surprise to Ajay, Atul, and Rajesh Gupta—three émigré brothers from India who were fast becoming the nexus of alleged schemes to raid the public treasury through front companies.

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GO TO NOTE REFERENCE IN TEXT fire the finance minister: Joseph Cotterill, “KPMG South Africa Executives Dismissed over Gupta Scandal,” Financial Times, Sept. 15, 2017. GO TO NOTE REFERENCE IN TEXT McKinsey entered the fray: Statement of David Fine to the Parliamentary Monitoring Group, Eskom Corporate Governance Inquiry, Nov. 11, 2017, 3 (hereafter cited as Eskom Inquiry). GO TO NOTE REFERENCE IN TEXT To consult for a state-owned enterprise: South African National Treasury, “Code of Good Practice for Black Economic Empowerment in Public-Private Partnerships.” GO TO NOTE REFERENCE IN TEXT Transnet employed 60,000 workers: Statement of Fine to Eskom Inquiry, Nov. 11, 2017, 3.

Power at Ground Zero: Politics, Money, and the Remaking of Lower Manhattan
by Lynne B. Sagalyn
Published 8 Sep 2016

Paper Tiger From the start, Whitehead demanded independence: He did not want politics involved in the allocation of funds designed to assure recovery and rebuilding of lower Manhattan, including a memorial on the “near sacred site.” “This was a big to-do. No one but John Whitehead could have pulled it together to become independent of ESDC,” said Ira M. Millstein, LMDC’s pro-bono counsel. One of America’s top lawyers, a senior partner at Weil, Gotshal & Manages and leading international expert in corporate governance, the white-haired and bespectacled Millstein was also a longtime close friend of Whitehead’s and had served with him on a number of commissions. He had accumulated a long list of credits in the way of public service, philanthropy, education, and authorship over five decades of a legendary legal career.

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Widely respected and often quoted, he was the attorney of choice corporations and public officials turned to when considering matters of regulatory strategy and reform of the practices and processes by which a corporation is directed and controlled. For decades he had been shaping the minds of law students as an adjunct professor at Columbia Law School, where he received his law degree and taught corporate governance. When Whitehead called him and asked for help in structuring the newly formed but amorphous LMDC, the seventy-five-year-old lifelong New Yorker did not hesitate to sign on. He would advise the group’s directors “to oversee and monitor what the management’s doing, to see that it’s done right, and to see that it’s done with all the constituents in mind.”

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Although the idea of a “living memorial” was considered central to bringing energy and spiritual renewal to the site, fundraising for the cultural buildings need not have been linked to the larger task of raising private funds for the memorial and Memorial Museum. In fact, the issue of how best to structure the Memorial Foundation had been debated for months prior to its formal creation in July 2004. The case for separation was made by John P. Cahill and Ira M. Millstein, the corporate-governance expert who played a formative role in the organizational set-up of the LMDC and the foundation. He served as the board’s pro bono counsel in addition to being a board member of the Memorial Foundation and a longtime friend of Whitehead. In the end, Whitehead won out. He strongly believed that with only a memorial the site would be lacking in life, and the adjacent community did not want the site to be perceived as a cemetery.

The Nowhere Office: Reinventing Work and the Workplace of the Future
by Julia Hobsbawm
Published 11 Apr 2022

And so as soon as you bring in a new role, you create a whole multiplicity of additional structures and layers in the organisation. And you don’t realise it’s happening. I think I was surprised how many organisational layers we had created in a multimarket, multifunctional organisation, twenty-nine geographies, the number of different product lines that we sell, and all of the corporate governance that comes with being a public company. All of those things together just made the organisation much harder to control than perhaps I had realised. What we’ve done is try very consciously to reduce the number of organisational levels that there are. We habitually declutter our homes and embrace simplicity in our personal lives.

Expected Returns: An Investor's Guide to Harvesting Market Rewards
by Antti Ilmanen
Published 4 Apr 2011

If hedge funds can be characterized as an asset class, then the list of alternatives may be extended to include managed futures (typically momentum-oriented commodity-trading advisors or CTAs), global tactical asset allocation managers (typically value-oriented investors), active FX, volatility trading, alternative betas and hedge fund replication, as well as investments focused on corporate governance, sustainable development, and shareholder activism. Figure 11.1 shows the cumulative returns of the big-four alternatives since 1984. Note that historical returns on actively managed asset classes (HF, PE) may be misleading because of survivorship and other reporting biases that can overstate actual returns.

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Investor inflows into PE funds (following well-known success by Yale University and some other pioneers) and apparently attractive investment opportunities and cheap debt financing made 2003–2007 very strong years for the sector. U.S.-centric activity expanded fast to Europe and to the rest of the world. The year before mid-2007 has been hailed as the golden age—one that inevitably led to excesses and a hard landing in 2008. The main advantage of private equity over public markets is in better corporate governance, including closer supervision of management. PE funds can create wealth by improving operating efficiency and exploiting tax deductibility of interest payments through leverage—thus PE is not subject to the zero-sum-game argument of most active managers. Yet, PE also involves risks. PE and VC funds have especially high equity market betas if artificially smoothed returns are adjusted for, so they offer less diversification to an equity-dominated portfolio than do other alternatives.

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Richardson (2003), “The investment behavior of private equity fund managers,” New York University Stern School of Business working paper 03-29. Ljungqvist, Alexander; Matthew P. Richardson; and Daniel Wolfenzon (2007), “The investment behavior of buyout funds: Theory and evidence,” European Corporate Governance Institute working paper. Lo, Andrew W. (2004), “The adaptive markets hypothesis: Market efficiency from an evolutionary perspective,” Journal of Portfolio Management 30, 15–29. Lo, Andrew W. (2008), Hedge Funds: An Analytic Perspective, Princeton, NJ: Princeton University Press. Longstaff, Francis A. (2004), “The flight to liquidity premium in U.S.

Learn Descriptive Cataloging Second North American Edition
by Mary Mortimer
Published 1 Jan 1999

Chapter 14 In Summary HEADINGS FOR CORPORATE BODIES Feature of Corporate Body Rule Number Change of name 24.1C Variant names for the same body 24.2, 24.3 Initials and/or acronyms used as the predominant form 24.1, 24.2D Name is not clearly a corporate body 24.4B Same names for different bodies 24.4C Corporate name includes unnecessary words 24.5 Same names for government bodies 24.6 Same names for different conferences 24.7 Sections of a corporate/government body 24.12, 24.13, 24.14, 24.17, 24.18, 24.19 E XERCISE 14.2 165 Using an authority file (e.g., Library of Congress Authorities), give the correct form of the following corporate names. a. Department of Housing and Urban Development (located in Washington, D.C.) b. Market Research Department of the American Stock Exchange c National Clearinghouse for Family Planning Information d.

The Scandal of Money
by George Gilder
Published 23 Feb 2016

Chapter 7 What Bitcoin Can Teach Bitcoin . . . is the perfect form of money for the Internet because it is fast, secure, and borderless. . . . Essentially, bitcoin mining decentralizes the currency-issuance and clearing functions of a central bank. . . . [It] has ushered in a wave of innovation in currencies, financial services, economics, distributed systems, voting systems, corporate governance, and contracts. —Andreas Antonopoulos, Mastering Bitcoin (2015) Today the established theories of top-down money face serious challenges from digital alternatives on the Internet and from the perennial appeal of the case for gold. Both of these forms of money offer escape from the centralized regime of monetarism.

Collaborative Futures
by Mike Linksvayer , Michael Mandiberg and Mushon Zer-Aviv
Published 24 Aug 2010

To honor their philosophical differences and avoid subsuming conflict in pursuit of consensus, the curators of Re:Group released diverging statements. We've included the second statement, which presents a forceful critique of “participationism” to highlight one strategy, uncompromising as it may be, for retaining the heterogeneity inherent in any collaboration. These days everyone—individuals, corporations, governments and DIY punks—idealizes participation. Many believe that when horizontal structures of participation replace top-down mechanisms of control, hierarchy and authoritarianism, this will eliminate apathy and disenfranchisement. While we acknowledge that distributed systems are proven and powerful tools for dismantling certain monolithic structures, we question an unalloyed faith in participation.

The Tyranny of Metrics
by Jerry Z. Muller
Published 23 Jan 2018

They were increasingly replaced by McNamara-like “bean counters,” adept at calculating costs and profit margins.20 In time, this attempt to turn management into a science to prepare aspirants for executive positions in corporate America morphed into the gospel of managerialism. The role of judgment grounded in experience and a deep knowledge of context was downplayed. The premise of managerialism is that the differences among organizations—including private corporations, government agencies, and universities—are less important than the similarities. Thus the performance of all organizations can be optimized using the same toolkit of managerial techniques and skills.21 We might think of judgment and expertise based upon experience as the lubricant that makes organizations flourish by providing task-specific know-how.

Investing to Save the Planet: How Your Money Can Make a Difference
by Alice Ross
Published 19 Nov 2020

UK fund manager Legal & General Investment Management (LGIM) named and shamed various companies in its Climate Impact Pledge report in 2018, praising the winners and ditching the losers from its portfolios, which are stacked with billions belonging to pension funds and retail investors. The companies it ousted for not taking ESG considerations seriously enough included China Construction Bank, Dominion Energy and Rosneft Oil. Director of corporate governance at LGIM Sacha Sadan later said that those companies had got in touch with him to ask what they needed to do to be included in LGIM’s funds again. In February 2020, the investment community was left reeling in shock after US money manager and well-known TV pundit Jim Cramer said on CNBC that he was ‘done’ with fossil fuels.

Civilization: The West and the Rest
by Niall Ferguson
Published 28 Feb 2011

Bruce Little (Leamington Spa/Heidelberg, 1986) Kamisaka, S., Cotton Mills and Workers in Modern Japan (Osaka, 1919) Keene, Donald, Emperor of Japan: Meiji and his World, 1852–1912 (New York, 2005) Kurlansky, Mark, 1968: The Year that Rocked the World (New York, 2005) Lamoreaux, Naomi, ‘Scylla or Charybdis? Some Historical Reflections on the Two Basic Problems of Corporate Governance’, unpublished paper (2009) La Porta, Rafael, Florencio Lopez-de-Silanes and Andrei Shleifer, ‘The Economic Consequences of Legal Origins’, Journal of Economic Literature, 46, 2 (2008), 285–332 La Porta, Rafael, Florencio Lopez-de-Silanes, Andrei Shleifer and Robert Vishny, ‘Investor Protection and Corporate Governance’, Journal of Financial Economics, 58, 1 (2000), 1–25 ———, ‘Law and Finance’, Journal of Political Economy, 106, 6 (1998), 1113–55 Leggewie, Claus, ‘1968: A Defining Year in World Politics: A Return from Cultural Nostalgia to Political Analysis’, Goethe Institute Online: http://www.goethe.de/ges/pok/dos/dos/wdp/en3045262.htm Leunig, T., ‘A British Industrial Success: Productivity in the Lancashire and New England Cotton Spinning Industries a Century Ago’, Economic History Review 56, 1 (2003), 90–117 McKendrick, Neil, John Brewer and J.

On the Brink: Inside the Race to Stop the Collapse of the Global Financial System
by Henry M. Paulson
Published 15 Sep 2010

Because of the high-profile nature of the work—generally privatizations of state-owned companies—I got very involved in our early efforts. These deals required a terrific amount of strategic and technical work as we prepared China’s often bloated and creaky state-run companies for the demands of Western investors, who expected world-class business operations and sound corporate governance. The Chinese, for their part, were eager to adopt the best practices from the West. During this time Goldman was growing rapidly all over the world and prospering handsomely. But we also had two big scares that made me reexamine my views on risk. Both episodes led me to take a greater role in the management of the firm.

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He was scheduled to leave the next day for vacation in Nantucket, but I urged him to stay in Washington and work on our plan. He called me back to tell me he had canceled his vacation and that he would work through the weekend and let me know on Monday if receivership was feasible. With that, we needed outside advice to guide us through the intricacies of the law and the corporate governance issues involved. Anticipating this, Ken Wilson had already contacted Wach-tell, Lipton, Rosen & Katz, a New York firm, and Bob Hoyt signed them up on Friday, August 22. This was another example of exemplary citizenship during the crisis. Just as Morgan Stanley had done, Wachtell, thanks to Ed Herlihy, the co-chairman of their executive committee, agreed to represent us for free and with no indemnification.

Confessions of a Wall Street Analyst: A True Story of Inside Information and Corruption in the Stock Market
by Daniel Reingold and Jennifer Reingold
Published 1 Jan 2006

I thank Bob and CITI’s longtime director and professor of finance and economics at Columbia, Eli Noam, for convincing me to join the Institute when I left CSFB in 2003. This book, especially the policy recommendations in the Afterword, benefited immensely from the lively discussions we have had at various CITI conferences on corporate governance and telecom recovery. Bob read the entire book in two days, just as we were about to submit the final manuscript. He raised several very important questions and issues that led to important clarifications. Special thanks also go to the great crew at HarperCollins. Leah Nathans Spiro and Marion Maneker championed our project from the minute Jennifer called Leah, her old Business Week colleague.

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As I walked across the tarmac toward the waiting twin prop, I was truly disgusted—with Wall Street, with the analyst community for imitating people like Jack, with the press for celebrating him, and with corporate America in general for its willingness to deal with the devil. The fact that Sandy Weill, the co-CEO of Citigroup, which owned SSB, sat on AT&T’s board, while Armstrong sat on Citigroup’s board, troubled me a lot too. Critics of these “interlocking directorships” considered them to be a corporate governance no-no because of the temptation for mutual backscratching, and suddenly I could see why. There was one other explanation for the move, although it was the most pathetic one: perhaps Mike Armstrong simply thought Jack’s November upgrade was a great piece of honest research extolling the virtues of his cable telephony strategy.

Economic Dignity
by Gene Sperling
Published 14 Sep 2020

Isaac Arnsdorf, “How a Top Chicken Company Cut Off Black Farmers, One by One,” ProPublica, June 26, 2019, https://www.propublica.org/article/how-a-top-chicken-company-cut-off-black-farmers-one-by-one. 26. Arnsdorf, “How a Top Chicken Company Cut Off Black Farmers.” 27. Arnsdorf, “How a Top Chicken Company Cut Off Black Farmers.” 28. Lenore M. Palladino, “Ending Shareholder Primacy in Corporate Governance,” Roosevelt Institute, February 8, 2019, https://rooseveltinstitute.org/wp-content/uploads/2019/02/RI_EndingShareholderPrimacy_workingpaper_201902-1.pdf; Lynn A. Stout, The Shareholder Value Myth: How Putting Shareholders First Harms Investors, Corporations, and the Public (Berrett-Koehler Publishers, Inc., 2012); and Binyamin Appelbaum, The Economists’ Hour: False Prophets, Free Markets, and the Fracture of Society (Little, Brown, 2019). 29.

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Felix Hörisch, “The Marco-Economic Effect of Codetermination on Income Equality” (working paper, University of Mannheim, Mannheim, Germany, 2012), 15, https://www.mzes.uni-mannheim.de/publications/wp/wp-147.pdf. 38. Sigurt Vitols, Prospects for Trade Unions in the Evolving European System of Corporate Governance (Brussels: ETUI-REHS, November 2005), 21, http://library.fes.de/pdf-files/gurn/00299.pdf; and J. W. Mason, “Understanding Short-Termism: Questions and Consequences,” Roosevelt Institute, November 6, 2015, https://rooseveltinstitute.org/understanding-short-termism-questions-and-consequences/. 39.

Rigged: How the Media, Big Tech, and the Democrats Seized Our Elections
by Mollie Hemingway
Published 11 Oct 2021

In 2018, Burisma reportedly had revenue of $400 million.52 Burisma paid Biden more every month than board members at similar-sized companies could expect to receive in a year.53 There’s more than enough evidence to suggest that Hunter Biden was being paid for something other than consulting services or advice on topics related to corporate governance. Reporting shows that Biden and Archer were instrumental in organizing meetings for Burisma with the State Department while Biden was vice president and Kerry was secretary of state,54 along with other events where the company had access to elected officials.55 Much attention has also been focused on the fact Joe Biden threatened to withhold $1 billion in U.S. aid to Ukraine to oust the country’s top corruption prosecutor, Viktor Shokin.

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Mark Hemingway, “Hunter Biden’s Burisma Post Had a Troubling Conflict, Watchdog Says,” RealClearInvestigations, November 19, 2019, https://www.realclearinvestigations.com/articles/2019/11/19/hunter_bidens_burisma_post_had_a_troubling_conflict_watchdog_says_121260.html. 50. Hemingway, “Hunter Biden’s Burisma Post Had a Troubling Conflict.” 51. James F. Reda and Arthur J. Gallagher & Co., “Board Pay—Not Just a Public Company Concern,” Harvard Law School Forum on Corporate Governance, August 1, 2017, https://corpgov.law.harvard.edu/2017/08/01/board-pay-not-just-a-public-company-concern/. 52. Ibid. 53. Hemingway, “Hunter Biden’s Burisma Post Had a Troubling Conflict.” 54. Jessica Donati, “Firm Hired by Ukraine’s Burisma Tried to Use Hunter Biden as Leverage, Documents Show,” Wall Street Journal, November 5, 2019, https://www.wsj.com/articles/firm-hired-by-ukraines-burisma-tried-to-use-hunter-biden-as-leverage-documents-show-11573009615. 55.

Tailspin: The People and Forces Behind America's Fifty-Year Fall--And Those Fighting to Reverse It
by Steven Brill
Published 28 May 2018

“And we also try to steer them to long-term investors, like some of the Asian funds, who understand long-term value.” Those like Barton who have taken up the short-termism fight in the business world have been doing so since 2016 under a variety of banners, in addition to Aspen. The Davos World Economic Forum has promulgated, under Martin Lipton’s authorship, a “New Paradigm Roadmap for an Implicit Corporate Governance Partnership Between Corporations and Investors to Achieve Sustainable Long-Term Investment and Growth.” It calls on boards to “guide, debate, and oversee a thoughtful, long term strategy” for corporations to set high standards for human rights, sustainability, and environmental and social responsibility.

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Fortune editor Alan Murray touted it in his daily newsletter the morning it was published, writing to seventy thousand members of the business community that “At a time when capitalism is increasingly under attack, it’s worth asking whether the system has taken a fundamentally wrong turn.” Lipton sent a memo a week later to his firm’s clients, calling Bower and Paine’s work a “must read” that documented “the fallacies of the economic theories and statistical studies that have been used since 1970 to justify shareholder-centric corporate governance, short-termism and activist attacks on corporations” in which the authors “demonstrate the pernicious effect of the agency theory” promoted by Friedman and Jensen. In an email to Aspen’s Samuelson attaching a final galley proof of her article, coauthor Paine thanked Samuelson, saying that she “owed much to the pioneering work” Samuelson and her colleagues had done.

Capitalism in America: A History
by Adrian Wooldridge and Alan Greenspan
Published 15 Oct 2018

Other companies suffered from similar problems—overexpansion justified by financial chicanery, compounded by cover-ups, and all intended to dupe investors. Policy makers worried that companies were becoming too adept at using spin, rumor, and accounting tricks to massage their results. In July 2002, George Bush signed the most far-reaching overhaul of corporate governance since the 1930s, the Sarbanes-Oxley Act, tightening rules for corporate audits and corporate account presentations and, most importantly, forcing corporate officers to take more responsibility for errors. The terrorist attacks of September 11 shook America more than any single event since Pearl Harbor.

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This means that the land of the free has actually become one of the world’s most regulated societies: in 2013, for example, it ranked twenty-seventh out of the OECD’s thirty-five members when it comes to product-market regulation. The collapse of Enron in 2001 added further to America’s regulatory overload: the deregulatory language that had been so popular since the late 1970s suddenly seemed passé. The 2002 Sarbanes-Oxley legislation that followed Enron’s demise reshaped general corporate governance. The 2010 Dodd-Frank Act tried to micromanage the financial services industry with thousands of pages of detailed regulations. Regulatory bodies have gotten bigger and more intrusive throughout the period of the recent slowdown. The Securities and Exchange Commission’s budget reached $1.6 billion in 2018, up from $300 million in 1995.

Money: 5,000 Years of Debt and Power
by Michel Aglietta
Published 23 Oct 2018

It also requires quantified information on these processes, allowing hypotheses to be elaborated regarding the possibility of substituting these different types of capital for one another. Such a deepening of valorisation practices is indispensable if we are to organise a decentralised productive base oriented towards sustainable growth. This would also have major consequences for corporate governance. The bearers of competences whose productivity is realised through complementarity and cooperation are stakeholders in the product. They are, therefore, participants in the company’s strategies for contributing to social wellbeing. Moreover, the enterprise’s economic boundaries no longer coincide with the legal codification of the private company, in the presence of externalities.

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See also ethical confidence; hierarchical confidence; methodical (routine) confidence defined, 54 foundations of and its forms, 54–8 as at heart of monetary process, 77b in money, 51–8 as rendering money an effective reality, 79b sources of in money in democratic societies, 75f in teaching money, 78b two conceptions of, 57 constitutional order, 61, 65, 71, 73–4, 75, 79b, 127, 129, 202, 283, 362 consumers, 12, 13, 14, 42, 168, 171, 376 contrario, 153 convertibility, 9, 33, 56, 77b, 137, 139, 141, 142, 143, 144, 145, 150, 209, 210, 213, 216, 223, 235–6, 245, 246, 247, 249, 251, 254, 255, 256, 296–7, 304, 306, 307, 310, 315, 317, 318, 324, 326, 372, 379, 380, 381, 383 cooperation institutionalised cooperation, 387–8 and international regimes, 358–61 as state of relations among states, 358, 359 corporate governance, 169 counterfeit money, 202 Credit Anstalt, 310 credit supply and demand, interdependency of, 270f cruzeiros, 234 crypto-monies, 173 currencies carbon currency, 80b Chinese currency, 371–83 cigarette currency, 222–3 international currency, 285–7, 290–6 national currency, 69, 78b, 150, 188, 201, 222, 232, 236, 241, 314, 343, 362 Currency Act of 1764, 132 Currency School, 211 current account balances, of US, Japan, and eurozone, 337f D daric, 92, 93, 94 Dawes Plan, 229, 308 deben, 86, 87 debts.

Robot Rules: Regulating Artificial Intelligence
by Jacob Turner
Published 29 Oct 2018

Häusermann, Florian Möslein, and Richard Williams, “Company Law and Autonomous Systems: A Blueprint for Lawyers, Entrepreneurs, and Regulators”, Hastings Science and Technology Law Journal, Vol. 9, No. 2 (Summer 2017), 135–161. 30For comparative perspectives on different forms of legal personality, see Katsuhito Iwai, “Persons, Things and Corporations: Corporate Personality Controversy and Comparative Corporate Governance”, The American Journal of Comparative Law, Vol. 47 (1999), 583–632. 31F.A. Mann, “The Judicial Recognition of an Unrecognised State”, International and Comparative Law Quarterly, Vol. 36, No. 2 (1987), 348–350. 32Benedict Anderson, Imagined Communities: Reflections on the Origin and Spread of Nationalism (London: Verso, 1991), 6.

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A Corporation aggregate of many cannot do fealty, for an invisible body cannot be in person, nor can swear, it is not subject to imbecilities, or death of the natural, body, and divers other cases.36 Because holding rights and taking decisions about those rights are separate functions, it would be possible for an AI to have its own legal personality but remain under the control of humans, just like any other special purpose corporate vehicle. Once AI is capable of taking sufficiently complex decisions, it is conceivable that the need for human decision-making on company boards could be reduced or even eliminated altogether. Florian Möslein, an expert on corporate governance, predicts that “[d]ue to its rapid technological development, artificial intelligence will enter corporate boardrooms in the very near future”, and that “technology will probably soon offer the possibility of artificial intelligence not only supporting directors, but even replacing them”.37 After surveying current corporate law, Möslein concludes that changes will be needed to allow AI to take major corporate decisions absent of human oversight.

In Pursuit of the Perfect Portfolio: The Stories, Voices, and Key Insights of the Pioneers Who Shaped the Way We Invest
by Andrew W. Lo and Stephen R. Foerster
Published 16 Aug 2021

The efficient markets view has inspired countless laws, regulations, and policies. It affects how investors make their investment decisions and evaluate their performance.”80 They observe that none of Fama’s papers is “a technical tour-de-force” or uses the most advanced econometrics. “Instead, each one of these [three most-cited] papers [on market efficiency, corporate governance, and asset pricing] opens up a new way for financial economists to think about their field.”81 And finally, here’s John Cochrane’s observation of some of Fama’s contributions: “He announced the random walk. And then he provided the most crucial evidence against it in the return forecasting regressions.

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Business cycles capture changes in overall economic activity, as measured by the gross domestic product (GDP) of the country, and the occurrence of these changes is quite unpredictable. There are four key drivers of economic activity: consumption, including goods we buy and the services we pay for; business investment, such as capital expenditures made by corporations; government spending; and net exports, or a country’s exports less imports. If economic activity and hence the GDP increases, the economy is in an expansionary phase of the business cycle. As the GDP declines—by an informal definition, for at least two consecutive quarters20—the economy is in a recessionary phase.

Graph Databases
by Ian Robinson , Jim Webber and Emil Eifrem
Published 13 Jun 2013

Normally, we’d interrogate the graph to discover subject matter experts, key influencers, and the communication chains through which information is propagated. On this occasion, however, instead of looking for positive role models (in the form of experts) we were searching for rogues: that is, suspicious patterns of email communication that fall foul of corporate governance—or even break the law. A Sensible First Iteration? In analyzing the domain we learnt about all the clever patterns that potential wrongdoers adopt to cover their tracks: using blind-copying (BCC), using aliases—even con‐ ducting conversations with those aliases to mimic legitimate interactions between real business stakeholders.

Seriously Curious: The Facts and Figures That Turn Our World Upside Down
by Tom Standage
Published 27 Nov 2018

His tenacious approach was said to have rubbed some employees up the wrong way. Was Mr Romer’s complaint justified? The prevalence of “and” is hardly the only or indeed the best measure of good writing style. But used to excess, it can render prose turgid or, at worst, unreadable. One of the Bank’s reports from 1999 promised to “promote corporate governance and competition policies and reform and privatise state-owned enterprises and labour market/social protection reform.” The 2.6% limit set by Mr Romer roughly matches the prevalence of “and” in academic work. (By comparison, in a typical week’s print edition of The Economist, “and” accounts for just 1.5% of the text, excluding advertisements.)

Why Women Have Better Sex Under Socialism: And Other Arguments for Economic Independence
by Kristen R. Ghodsee
Published 20 Nov 2018

All figures come from the website of the Inter-Parliamentary Union, www.ipu.org, particularly its database on women in politics: archive.ipu.org/wmn-e/classif.htm. 3. Data on the United States comes from Catalyst, “Women the S&P 500 Companies,” www.catalyst.org/knowledge/women-sp-500-companies, and data on women in Scandinavia comes from a report by the Harvard Law School Forum on Corporate Governance and Financial Regulation, “Gender Parity on Boards Around the World,” Jan. 5, 2017, corpgov.law.harvard.edu/2017/01/05/gender-parity-on-boards-around-the-world; Nathan Hegedus, “In Sweden, Women Make Up 45% of Parliament But Only 13% of Corporate Leadership,” Quartz.com, Dec. 17, 2012, qz.com/37036/in-sweden-women-make-up-45-of-parliament-but-only-13-of-corporate-leadership; Cristina Zander, “Even Scandinavia Has a CEO Gender Gap,” Wall Street Journal, May 21, 2014, www.wsj.com/articles/how-sandvik-scania-are-addressing-the-ceo-gender-gap-1400712884. 4.

Wild Ride: Inside Uber's Quest for World Domination
by Adam Lashinsky
Published 31 Mar 2017

Uber had at this point been in China for nearly three years. And while its business there was growing, the market was also a money pit. Locked in a battle with a homegrown rival named Didi Chuxing, Uber’s China unit was losing in the neighborhood of a billion dollars a year. In a legal and corporate governance maneuver it deployed only in the world’s second-largest economy, the San Francisco company had established Uber China as a separate entity, headquartered in Beijing. It did so for several reasons. Mindful of the failure of other Silicon Valley companies to establish beachheads in China—Google, Facebook, and eBay were prominent and painful examples—it wanted its outpost there to be as Chinese as possible, rather than merely a subsidiary.

Everything Bad Is Good for You: How Popular Culture Is Making Us Smarter
by Steven Johnson
Published 5 Apr 2006

The Better Business Bureau and the State Consumer Agencies would be starting investigations on such pattern of business practices. I 've seen aggressive sales people like Troy bankrupt p rofitable businesses overnight where the courts awarded treble damages in multimi llion judgements. Troy is a live trip wire, j ust wait­ ing to blow up the company. That's NOT an understate­ ment in today's corporate governance. It would pro bably take you a lifetime to read all the tran­ scripts of comparable debates, both online and off, that fol­ low in the wake of these shows. The spel ling isn't pe rfect, and the grammar occasionally leaves something to be de­ sired. But the level of cognitive engagement, the eagerness to evaluate the show through the lens of personal experience and wi sdom , the tight focus on the contestants' motives and character fl aws-all thi s i s re m a rkable.

Dirty Secrets How Tax Havens Destroy the Economy
by Richard Murphy
Published 14 Sep 2017

The most obvious reason to do this is in order to expose the tax risk inherent in a company to its investors: after all, if tax authorities have this information and might use it to challenge a company’s tax affairs at potential cost to its shareholders, then those investors should be given the chance to assess that risk in the same way as the tax authority so that they can then decide on that basis whether they want to be a part of the company, or not. Failure on the part of a company to supply this data to its members when it will now be in its own possession seems to reflect a glaring gap in corporate governance and reporting standards. Another reason for demanding this data is that it will bring pressure to bear on companies to clean up their acts. They have used tax havens until now because it has been possible to do so in secret. Once that use is exposed, behaviour is likely to change: companies do not want to look like cheats.

Shadows of Empire: The Anglosphere in British Politics
by Michael Kenny and Nick Pearce
Published 5 Jun 2018

Policy transfer was facilitated too by various shared institutional features of the Anglophone countries, including low rates of unionisation and deregulated labour markets; market competition rather than sector coordination between firms; short-termist capital investment, typically accessed via stockmarkets, rather than patient finance; shareholder dominance of corporate governance; a reliance on academic or general education rather than strong vocational training; and high rates of means-testing and the private provision of welfare. These features form part of the landscape of Andrew Gamble's ‘Anglo-America’ – a dense ensemble of market, state, cultural and ideological institutions and practices.

Impact: Reshaping Capitalism to Drive Real Change
by Ronald Cohen
Published 1 Jul 2020

Pay-for-outcomes, also referred to as pay-for-success, is often used to describe securities like social and development impact bonds. Principles of Responsible Investment (PRIs) The UN-sponsored Principles for Responsible Investment (PRIs) are a set of six principles that provide a global standard for responsible investing as it relates to environmental, social and corporate governance (ESG) factors. Organizations follow these principles to meet commitments to beneficiaries while aligning investment activities with the broader interests of society. Program-related Investment (PRI) An investment made by foundations to support charitable activities that involve the potential return of capital.

All the Devils Are Here
by Bethany McLean
Published 19 Oct 2010

An effort by the Securities and Exchange Commission in 2004 to create a voluntary supervisory regime to regulate the big investment bank holding companies. FCIC: Financial Crisis Inquiry Commission. Commission charged by Congress with investigating the causes of the financial crisis. FDIC: Federal Deposit Insurance Corporation. Government agency that insures bank deposits and takes over failing banks. Also plays a supervisory role over the banking industry. FHA: Federal Housing Administration. GAO: General Accounting Office. Government agency that conducts investigations at the request of members of Congress. GSEs: Government-sponsored enterprises.

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The second of two laws passed in the 1980s to aid the new mortgage-backed securities market by enabling such securities to be created without the risk of dire tax consequences. RMBS: Residential mortgage-backed securities. Securities backed by residential mortgages, rather than commercial mortgages. RTC: Resolution Trust Corporation. Government agency created to clean up the S&L crisis. SEC: Securities and Exchange Commission. Regulates securities firms, mutual funds, and other entities that trade stocks on behalf of investors. SMMEA: Secondary Mortgage Market Enhancement Act. The first of two laws passed in the 1980s to aid the new mortgage-backed securities market SIV: Structured investment vehicle.

Oil: Money, Politics, and Power in the 21st Century
by Tom Bower
Published 1 Jan 2009

Invitations were also sought for Browne to attend important international meetings including the Aspen Institute and the World Economic Forum at Davos, and flattering profiles were arranged to appear in America’s most prestigious newspapers and magazines, especially Fortune. BP logos and flags were attached to newly planted trees and balloons, and were brandished at a back-to-school parade by 200 BP employees and their families in Chicago. Browne spoke at Stanford, Harvard, chambers of commerce and on The Charlie Rose Show about corporate governance and BP’s reinvention of itself to support the environment. Before each event, he required intensive briefings about the issues and the people he would encounter. After every “Big Moment,” his advisers would spend hours analyzing the benefits and deficits. Early results confirmed the program’s success, and in 2002 the Reputation Team anticipated building on its achievements.

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Under the agreement, TNK-BP, with 113,000 employees and estimated reserves of 3.2 billion barrels of oil, would produce 1.2 million barrels a day in western Siberia and the Ural Mountains around the Volga. Russia’s third-largest oil and gas company would be registered in Cyprus and the British Virgin Islands. Chase’s final chore — an exhaustive undertaking — was his cross-examination of and agreement with the Russians about corporate governance, management and shareholders’ rights. The initial agreement stipulated that BP would buy 50 percent of TNK. To those querying the unusual shareholding, Browne emphasized his astuteness in not insisting on 51 percent. In reality, Fridman refused to become a minority investor, and would accept only an equal partnership.

Trust: The Social Virtue and the Creation of Prosperity
by Francis Fukuyama
Published 1 Jan 1995

The answer to this apparent paradox is the role of the Korean state, which deliberately promoted gigantic conglomerates as a development strategy in the 1960s and 1970s and overcame what would otherwise have been a cultural proclivity for the small- and medium-size enterprises typical of Taiwan. While the Koreans succeeded in creating large companies and zaibatsu in the manner of Japan, they have nonetheless encountered many Chinese-style difficulties in the nature of corporate governance, from management succession to relations on the shop floor. The Korean case shows, however, how a resolute and competent state can shape industrial structure and overcome long-standing cultural propensities. The first thing to note about Korean industrial structure is the sheer concentration of Korean industry.

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In the second, authority came from a “gift”; a leader was chosen by God or some other supernatural power.1 The rise of the modern world, however, was bound up with the rise of rationality, that is, the ordered structuring of ends to means, and for Weber the ultimate embodiment of rationality was modern bureaucracy.2 Modern bureaucracy was based on “the principle of fixed and official jurisdictional areas, which are generally ordered by rules, that is, by laws and administrative regulations.”3 The stability and rationality of modern bureaucratic authority arose from the fact that it was rule bound; the ability of superiors to have their way was limited in a transparent and clearly articulated manner, and the rights and duties of subordinates were spelled out in advance.4 Modern bureaucracies are the social embodiment of regular rules and govern virtually every aspect of modern life, from corporations, governments, and armies to labor unions, religious organizations, and educational establishments.5 The modern economic world was, for Weber, bound up as well with the rise of contract. Weber noted that contracts, particularly regarding marriage and inheritance, have existed for thousands of years. But he distinguished between “status” contracts and what he called “purposive” ones.6 In the former, one person agreed in a general and diffuse way to enter into a relationship with another (e.g., as a vassal or apprentice); duties and responsibilities were not clearly spelled out but based on tradition or the general characteristics of the particular status relationship.

Fantasyland: How America Went Haywire: A 500-Year History
by Kurt Andersen
Published 4 Sep 2017

The back-to-the-land movement, with the Whole Earth Catalog as its official almanac and souvenir program, floated along on dreams of agrarian utopia. (For a year or two around 1970, I was a teenage Walter Mitty with my own Whole Earth dream.) Survivalism was the same but different. Both shared a vision of themselves as clued-in self-reliant ordinary heroes escaping the urban corporate-government hive because it was decadent, corrupt, and corrupting. One was more New England-town-meeting Transcendentalist, the other more sharp-shooting Idaho-wilderness mountain man. One had more in common with hopeful Christian postmillennials, building a new Eden, the other more like premillennials ensuring their own salvation in the violent end-time.

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Then there are people with strong beliefs in both supernatural terror and bliss, bipolar optimist-pessimists—they can chat with God or Jesus or ancient spirits but may also be possessed by demons; they believe that chants and diluted poisons give them virtual superpowers but also that an evil corporate-government conspiracy is out to sicken them with vaccines and genetically modified food. By the mid-1800s, entertainment was bigger here than anywhere (theaters, popular music, superstar singers, circuses, dime museums, magicians), but the new wrinkle was that other businesses and professions were becoming show businesses—religion, medicine, journalism at first—and that real-life heroes (Daniel Boone, Buffalo Bill, Sitting Bull) morphed into fictionalized show-biz versions of themselves.

Who Stole the American Dream?
by Hedrick Smith
Published 10 Sep 2012

Bureau of Labor Statistics, “B-2: Average Hours and Earnings of Production and Nonsupervisory Workers on Private Nonfarm Payrolls by Major Industry Sector, 1964 to Date,” http://​www.​bls.​gov/​ces/​#tables. 12 The first priority “Congress Clears Trucking Deregulation Bill,” CQ Almanac 1980 (Washington, DC: Congressional Quarterly, 1981); “Congress Clears Airline Deregulation Bill,” CQ Almanac 1978 (Washington, DC: Congressional Quarterly, 1979); “House, Senate Advance Bills to Curb FTC,” CQ Almanac 1979 (Washington, DC: Congressional Quarterly, 1980). 13 The first major bankruptcy reform Lynn M. LoPucki and William C. Whitford, “Corporate Governance in the Bankruptcy Reorganization of Large, Publicly Held Companies,” University of Pennsylvania Law Review 141, no. 3 (January 1993): 674–75, 688–92, 719; Robert Lawless, email, January 6, 2012. 14 Labor union contracts Lawless, email, December 21, 2011. 15 Banks got top priority “Congress Approves New Bankruptcy System,” CQ Almanac 1978 (Washington, DC: Congressional Quarterly, 1979), 179–82. 16 “A big part of the selling” Elizabeth Warren, interview, February 6, 2006. 17 Instead of tax increases “Congress Preparing Tax Lop-offs: Capital Gains, Retired Get Biggest Relief,” Associated Press, October 15, 1978; How Capital Gains Tax Rates Affect Revenues: The Historical Evidence (Washington, DC: Congressional Budget Office, March 1988), 34, http://​www.​cbo.​gov. 18 “Business began to see” Arthur Levitt, interview, April 20, 1986.

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Working Paper Series, Department of Economics, Massachusetts Institute of Technology, Cambridge, MA, June 27, 2007. Lizza, Ryan. “Inside the Crisis: Larry Summers and the White House Economic Team.” The New Yorker, October 12, 2009. ———. “The Obama Memos: The Making of a Post-Post-Partisan Presidency.”The New Yorker, January 30, 2012. LoPucki, Lynn M., and William C. Whitford. “Corporate Governance in the Bankruptcy Reorganization of Large, Publicly Held Companies.” University of Pennsylvania Law Review 141, no. 3 (January 1993). Lorsch, Jay, and Rakesh Khurana. “The Pay Problem.” Harvard Magazine, May–June 2010. Lowell, B. Lindsay, Harold Salzman, Hamutal Bernstein, et al. “Steady as She Goes?

Fantasyland
by Kurt Andersen
Published 5 Sep 2017

The back-to-the-land movement, with the Whole Earth Catalog as its official almanac and souvenir program, floated along on dreams of agrarian utopia. (For a year or two around 1970, I was a teenage Walter Mitty with my own Whole Earth dream.) Survivalism was the same but different. Both shared a vision of themselves as clued-in self-reliant ordinary heroes escaping the urban corporate-government hive because it was decadent, corrupt, and corrupting. One was more New England-town-meeting Transcendentalist, the other more sharp-shooting Idaho-wilderness mountain man. One had more in common with hopeful Christian postmillennials, building a new Eden, the other more like premillennials ensuring their own salvation in the violent end-time.

…

Then there are people with strong beliefs in both supernatural terror and bliss, bipolar optimist-pessimists—they can chat with God or Jesus or ancient spirits but may also be possessed by demons; they believe that chants and diluted poisons give them virtual superpowers but also that an evil corporate-government conspiracy is out to sicken them with vaccines and genetically modified food. By the mid-1800s, entertainment was bigger here than anywhere (theaters, popular music, superstar singers, circuses, dime museums, magicians), but the new wrinkle was that other businesses and professions were becoming show businesses—religion, medicine, journalism at first—and that real-life heroes (Daniel Boone, Buffalo Bill, Sitting Bull) morphed into fictionalized show-biz versions of themselves.

A Failure of Capitalism: The Crisis of '08 and the Descent Into Depression
by Richard A. Posner
Published 30 Apr 2009

About all that can be said for the measures that I have suggested may warrant consideration now, while the depression is ongoing, is that they skirt the profound and intractable issues involved in deciding whether to reregulate financial intermediation. A further point may be worth noting. The existing regulatory protections of investors and consumers, including corporate-governance regulations designed to align executives' incentives with overall economic welfare, and the existing regulation of mortgages and other forms of credit, should not be thought of as merely investor-protection or consumer-protection measures, akin to laws against fraud. They are also macroeconomic tools, like the Federal Reserve's power to raise interest rates —a power that failed to prevent the crisis of 2008.

Blueprint for Revolution: How to Use Rice Pudding, Lego Men, and Other Nonviolent Techniques to Galvanize Communities, Overthrow Dictators, or Simply Change the World
by Srdja Popovic and Matthew Miller
Published 3 Feb 2015

Before too long, Alrov’s page had a hundred thousand followers, which in a country of only seven million people is a lot. Alrov had found an easy ght to pick, and since everybody wants to join a winning team, his following continued to grow. The three or four companies who control Israel’s dairy market did what big and powerful organizations—corporations, governments, dictators— always do. At rst they ignored Alrov and his followers. As the cottage cheese protests gathered steam, Tnuva, the largest player in the market, announced a new product called Cottage Cheese Munchies, individually packaged tubes of cottage cheese with small compartments containing various toppings like fruit or chocolate chips.

Puzzling People: The Labyrinth of the Psychopath
by Thomas Sheridan
Published 1 Mar 2011

The late 20th century obesity epidemic in the West augmented by the scientific endorsement of the Low Fat/High Carbohydrate diet, the bizarre addition of the deadly poison Sodium Fluoride to municipal drinking waters as a ‘topical’ dental treatment, the media-driven eyeball-bugging hysteria surrounding the 2009 Swine Flu ‘epidemic’, all have shown that science has now and again – certainly more than they care to admit – been shown to be almost comically flexible in its beliefs, depending upon the corporate/government grant money being waved in front of the researchers. There is also a small, but incredibly powerful worldwide psychopathic cabal of self-appointed witchfinder generals, intoxicated on research grants, often tenured professors who will merrily destroy the career of any honest or professional scientist who examines their peer reviewed data and innocently remarks, “Eh, hold on here… something is not quite right with these findings…” Borderline Personality Disorder (BPD) is a pharmaceutical industry/scientific and psychiatric con job conjured up as a method of determining prolonged disturbance of personality function in a person characterised by depth and variability of moods for which a pharmaceutical product is magically produced to ‘cure’ this mythical condition.

The Payoff
by Jeff Connaughton

Startled, I put down my glass. “What? I don’t believe it.” This was two months before Bear Stearns began to falter and fail. “If that’s true we’re all in a world of shit,” I said. I remember my words exactly. I couldn’t believe what the man was saying. I’d been trained in business and law school to believe that corporate governance worked. Even though I knew Wall Street held Washington in a perpetual half nelson, I still believed our laws would prevent hidden catastrophes and blatant fraud. Our system is based on full disclosure of independently audited financial statements combined with oversight and enforcement from the Securities and Exchange Commission.

Humans Need Not Apply: A Guide to Wealth and Work in the Age of Artificial Intelligence
by Jerry Kaplan
Published 3 Aug 2015

For instance, the Energy Star program places EnergyGuide stickers on all sorts of consumer products, such as washers, refrigerators, and televisions, with standardized measures of energy consumption and operating costs.39 By law, the window stickers on new cars must show the EPA fuel-economy ratings and NHTSA (National Highway Traffic Safety Administration) crash-test rating. In the financial sphere, the relative risks of corporate and government bonds are rated by three well-respected private services (Moody’s, Standard & Poor’s, and Fitch Ratings). Institutional Shareholder Services (ISS) issues a widely used measure of corporate governance covering board structure, shareholder rights, compensation practices, and audit quality. What we need to lay the groundwork for addressing income inequality is a new government measure of just how broadly assets are owned. Luckily, we can take one off the shelf, dust it off, and polish it up a bit.

Inequality and the 1%
by Danny Dorling
Published 6 Oct 2014

They produce about 200 vehicles a year and project that number to double in the next five years due to a spike in demand in the US.’ 82. E. N. Wolff, ‘The Asset Price Meltdown and the Wealth of the Middle Class’, Occasional Paper, New York University, 2012, p. 58, Table 2, at appam.confex.com. 83. Charles Elson, director of the US Center for the study of Corporate Governance, reacted to these revelations by saying, ‘I find the security argument tough to swallow … Airports are among the safest places on earth these days.’ N. D. Schwartz, ‘The Infinity Pool of Executive Pay’, International Herald Tribune, 6 April 2013. 84. M. Flinders, ‘Down and Out in Bloemfontein’, OUP Blog, 8 January 2014, at blog.oup.com. 85.

The Great American Stickup: How Reagan Republicans and Clinton Democrats Enriched Wall Street While Mugging Main Street
by Robert Scheer
Published 14 Apr 2010

From the Wall Street Journal: “The point all of this makes, and the point we’ve been trying to make all along, is that Fan and Fred don’t function like other companies. The two biggest mortgage holders in the country are allowed to pile up debt, implicitly guaranteed by taxpayers, without being held to even the minimum of corporate governance standards that every other publicly traded company has to observe. Sooner or later this is asking for trouble.” That “trouble” was detailed by the New York Times’ Gretchen Morgenson in her September 5, 2009, story commemorating the one-year anniversary of the $200 billion in bailout funds “to keep Fannie in the black.”

Hive Mind: How Your Nation’s IQ Matters So Much More Than Your Own
by Garett Jones
Published 15 Feb 2015

You know the game of Telephone: kids sit in a circle, the first person whispers a slightly complicated phrase such as “The kittens go to the vet at 5 p.m. Sunday” into the ear of the child on her right. That child whispers what he hears to the person on his right, and so on around the room, with small errors accumulating until the first kid is finally told “The kids go to the Fabian Soap Derby.” Corporations, government agencies, nonprofits—all are playing games of Telephone on a daily basis. Personally, I’d love to see a study of whether higher-IQ teams are better at Telephone than teams with average IQ. At this point in the academic literature, when we know that working memory is one of the better predictors of IQ, I’m willing to bet on how such a study would turn out.

Defending the Free Market: The Moral Case for a Free Economy
by Robert A. Sirico
Published 20 May 2012

Second, we must recognize that the force that has created many of the most brutal sweatshops isn’t economic freedom but a mongrel cross of capitalism and government meddling—sometimes by the local governments, sometimes by neocolonial powers, usually by some devilish marriage of the two. Oftentimes people work in the hellish sweatshops because they lack the economic freedom to pursue better opportunities. If they possessed that freedom—if they weren’t constantly bumping up against the unscalable wall of corporate-government cronyism masquerading as a free market—then these workers could pursue better opportunities. And if the sweatshop owners knew their workers could pursue better opportunities, the heartless employers would be forced to reform working conditions simply to retain competent workers. This is what has occurred in Hong Kong.

Strong Towns: A Bottom-Up Revolution to Rebuild American Prosperity
by Charles L. Marohn, Jr.
Published 24 Sep 2019

In pursuit of growth nationally, we have rendered our cities financially insolvent. The base assumption of all our theories seem to be that a strong national economy would trickle down to strong cities, towns, and neighborhoods. This belief held true whether the trickle-down mechanism was large government or large corporations, government spending or tax cuts, the empowerment of centralized bureaucracies or centralized corporations. America’s leaders seemingly believed that, if we strengthened the top, it would strengthen the bottom. This is an incorrect understanding of how complex, adaptive systems grow stronger. In such systems, strength and stability are always built from the fractal level.

Confessions of a Crypto Millionaire: My Unlikely Escape From Corporate America
by Dan Conway
Published 8 Sep 2019

I distinctly remember trying not to puke, looking down at my phone and watching ETH surpass $14, a big psychological barrier at the time. We were up $75,000. My body was sick, but my soul was dancing. What I thought would happen with Ethereum might just be happening. Ironically, the catalyst for this price rise was a sudden interest in Ethereum from corporations, governments, and other centralized institutions. Back in New York, they’d announced a new organization, spearheaded by Ethereum veterans, called the Enterprise Ethereum Alliance. There were thirty-five initial members, including some of the largest corporations in the world: Microsoft, J.P. Morgan, and British Petroleum.

China's Disruptors: How Alibaba, Xiaomi, Tencent, and Other Companies Are Changing the Rules of Business
by Edward Tse
Published 13 Jul 2015

Moreover, what these businesses own is not a Chinese company itself but stakes in a Cayman Islands company that collects royalties and fees from Alibaba’s China-based operations via a string of subsidiaries and “variable-interest entities”—legal structures that in theory offer foreign companies contractual control over Chinese businesses without actually owning them, and so allow them to get around Chinese laws and regulations that bar non-Chinese companies from holding stakes in Internet and other media-related businesses. All of China’s other leading Internet companies use similar vehicles. It’s a complicated setup, and clearly one with risks: if the government were to change the rules, then such businesses could find themselves operating illegally. This ambiguity about corporate governance structures, combined with questions concerning the quality of Chinese economic data, make it hard to estimate the size of China’s private sector with precision. What we can be sure of, however, is that privately run businesses account for by far the biggest share of the Chinese economy—probably around three-quarters of GDP, and possibly more than 80 percent if we include the country’s 100 million or so farming households, each of which is in effect a small business, and its foreign-invested businesses, almost all of which are owned by private companies.

The Triumph of Injustice: How the Rich Dodge Taxes and How to Make Them Pay
by Emmanuel Saez and Gabriel Zucman
Published 14 Oct 2019

As we’ve seen, there is no progressive income tax possible without a strong enough corporate tax, because with low corporate rates, rich people morph into companies and transform the income tax into a (hardly enforceable) consumption tax. And without progressive income taxation, our chances to address rising inequality are close to nil. There are certainly an array of policies that can help reduce inequality, from raising the minimum wage to reforming corporate governance, equalizing access to higher education, better regulating intellectual property, and curbing the excesses of the finance industry. But the progressive income tax has historically been the most potent tool to curb the concentration of riches.5 As peoples, and as interconnected nations, we’re at a crossroads.

A Wealth of Common Sense: Why Simplicity Trumps Complexity in Any Investment Plan
by Ben Carlson
Published 14 May 2015

Bonds are a different story. Bonds—debt instruments really—have contractually obligated cash flow payments. Think about a bond like taking out a mortgage on your house, but instead of being obligated to pay back the amount borrowed, investors are the borrowers. And those taking out a mortgage are corporations, governments, and municipalities. If you stop making mortgage payments, you default on the loan and the bank takes your house since it's used as collateral. If you are a credit-worthy borrower you pay a lower interest rate. If you have terrible credit or have been bankrupt in the past your interest rate will be much higher.

McMindfulness: How Mindfulness Became the New Capitalist Spirituality
by Ronald Purser
Published 8 Jul 2019

Ryan sits on both the House Appropriations Committee and the House Budget Committee — two powerful arbiters of federal expenditures. Ryan’s vision of mindfulness does not involve changing economic priorities to make society less brutally competitive and unequal. Instead, he aims to help people cope with these painful conditions by improving access to privatized mindfulness training in schools, corporations, government and the military. Although Ryan is a Democrat, his idea of a “mindful nation” is conservative, making individuals responsible for their own welfare. Self-help rhetoric cloaks the realm of political struggle — undermining solidarity and quests for social and economic justice. Everything else is subordinate to personal efforts to be more mindful.

When Cultures Collide: Leading Across Cultures
by Richard D. Lewis
Published 1 Jan 1996

Courteous Asian leaders have to adopt a more vigorous style in argumentative Holland and theatrical Spain if they wish to hold the stage. German managers sent to Australia are somewhat alarmed at the irreverence of their staff and their apparent lack of respect for authority. Changing Notions of Leadership In the twenty-first century, with multinationals and conglomerates expanding their global reach, corporate governance and international teams will learn a lot about leading multicultural enterprises and workforces. The new impetus provided by fresh managers from Asia, Russia, Poland, Hungary, East European states, Latin America and Africa will change notions of leadership as will the increasing number of women in management positions.

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Usually the Danes, Finns and fellow Nordics score highest, with the Germans and Japanese close behind. Britons are in the medium category. Americans, who once fit in the high-trust category, have a declining trust level due to perceived corruption in state and national government and in their financial institutions, particularly in corporate governance. Low-trust cultural groups are exemplified by such countries as China, Mexico, France and the Latin and Arab countries. People in these groups trust completely only those they know best: family and one or two close, lifetime friends (see Figure 9.2). Fukuyama makes much of the vast difference in how people’s lives are struc- FOR T COMPATR IO IE FR CE S de nce absolute trust c Figure 9.2 Low Trust pe tit or mp tions about th go eir ag e d nt al ill sed on mutu od rarely trusted e so ob r po tential enemies t va su ba ad n as as st w t ru ep d en ite en om S N FAMILY li m se o T ACQUAIN T S, A D OLLE GUE A S C N O R HE EIGNERS n de ie d MOTIVATING PEOPLE AND BUILDING TRUST 147 tured between high- and low-trust societies.

Adaptive Markets: Financial Evolution at the Speed of Thought
by Andrew W. Lo
Published 3 Apr 2017

However, there are other tools available to the behavioral risk manager. Ideally, we want to change the environment so that people adapt to the new objectives. These possible environmental changes include changes in corporate governance, the use of social networks and peer review, and public recognition—or public embarrassment. For example, if an organization’s culture equates risk-taking with power and prestige, consider the following three measures. The first solution is a change in corporate governance to add a level of checks and balances. We appoint a chief risk officer (CRO) who reports directly to the company’s board of directors and can only be removed by a vote of the board.

Broken Markets: A User's Guide to the Post-Finance Economy
by Kevin Mellyn
Published 18 Jun 2012

Some of the most exciting new concepts in Japanese business are being driven by Softbank, led by the ultimate outsider: a Japanese Korean. There are, of course, problems, but Japan has a national social solidarity and a self-discipline that are very useful under extreme stress. We saw that in the devastating earthquake and tsunami of 2011. Japanese government is highly dysfunctional, even by American standards, and corporate governance and candor sorely wanting. This doesn’t seem to matter much, as the power and prestige of institutions have receded. The country could do better with more 135 136 Chapter 6 | The Consumer in the World After Finance reform, but there is no sense of crisis. Instead, Japan seems to be finding its way on a long and steady path toward being the first “post-growth” society.

The Global Auction: The Broken Promises of Education, Jobs, and Incomes
by Phillip Brown , Hugh Lauder and David Ashton
Published 3 Nov 2010

Digital Taylorism is not simply creating a polarization between highand low-skill workers but also the fragmentation of middle-class occupations, where the benefits of productive growth are concentrated in the hands of executives and senior personnel, especially when combined with a shareholder model of corporate governance. The irony is that without the introduction of new information technologies, the global auction for high-skill, low-wage work would have been impossible. A Global Middle Class The idea of a high-skill, low-wage workforce is to look at the world through American eyes. What is regarded as a low wage for a collegeeducated employee in Chicago or Detroit is likely to be viewed as living the dream in Nanjing or Kolkata.

Humans Are Underrated: What High Achievers Know That Brilliant Machines Never Will
by Geoff Colvin
Published 3 Aug 2015

The subsequent turn to a knowledge-based economy took most of the twentieth century. Now, as technology drives forward more powerfully every year, the transition to the newly valuable skills of empathizing, collaborating, creating, leading, and building relationships is happening faster than corporations, governments, education systems, or most human psyches can keep up with. That’s disorienting, and it gets more so as the fundamental nature of value shifts from what you know to what you’re like. As economies have evolved over the millennia, we’ve always looked outward to get the new skills we require—to elders, schools, trainers, and employers that knew and could teach us what we needed to know.

Do More Faster: TechStars Lessons to Accelerate Your Startup
by Brad Feld and David Cohen
Published 18 Oct 2010

While avoiding the capriciousness of the staff lawyers employed by the secretary of state of California is one reason for incorporating your company in Delaware, it is not the primary reason. Delaware corporate law is generally considered pro-company. This not only means that Delaware provides shareholders flexibility in creating specific terms for corporate governance and has systems in place for quick and painless corporate filings, but, more importantly, it means that Delaware provides management and directors with guidelines based on a well-developed body of corporate law as to how to comply with their fiduciary duties in a number of different situations.

Smart Money: How High-Stakes Financial Innovation Is Reshaping Our WorldÑFor the Better
by Andrew Palmer
Published 13 Apr 2015

Maritime trade in medieval Italy was fostered by a form of partnership called the commenda, in which one partner invested labor and the other put in money; the profits from the journey were split between the two parties, with a common division being 75 percent to the moneyman and 25 percent to the traveler. As well as being a financial contract, the commenda also defined the obligations that the traveler had to carry out when he was voyaging. This was an early attempt to solve the “principal-agent” problem that bedevils corporate governance today, in which shareholders have to rely on managers to exercise good judgment in running the companies they own.6 Equity and debt enable people with money to spare to allocate it to people who need capital. They are also ways of sharing risk, another of finance’s most fundamental jobs.

How to Run the World: Charting a Course to the Next Renaissance
by Parag Khanna
Published 11 Jan 2011

The 1984 Union Carbide disaster in Bhopal, followed by the Chernobyl accident in 1986, sparked the 1980s and ’90s environmentalism of citizen activism. The increasing intensity of globalization in the late 1990s, and the so-called antiglobalization movements it inspired, generated a third wave of sustainability thinking focused on strengthening international regulations, such as the Kyoto Protocol, and demanding more responsible corporate governance. The fourth wave has now begun. Blending NGO activism, corporate innovation, and the role of emerging economies, this is the first truly global and inclusive effort.4 Environmental innovation is a process, not an event, and it is best embodied in the work of SustainAbility. A mix of think tank and consultancy, SustainAbility counsels chemical, energy, and finance giants on managing their environmental risk and integrating reporting procedures into their operations.

The Fix: How Bankers Lied, Cheated and Colluded to Rig the World's Most Important Number (Bloomberg)
by Liam Vaughan and Gavin Finch
Published 22 Nov 2016

A former high-ranking executive at Goldman Sachs, he turned his back on Wall Street at the age of 39 having amassed a reported fortune of about $60 million, making him Obama’s richest appointee.1 Between 1997 and 2001, Gensler served as a Treasury official in the Clinton administration, and in 2002 he was one of the architects of the Sarbanes-Oxley Act, which overhauled accounting standards and bolstered corporate governance after the Enron and WorldCom scandals. A father of three daughters, Gensler took a career break in the years surrounding his wife Francesca’s death from breast cancer in June 2006, before returning as an adviser to Hillary Clinton during her bid for the Democratic nomination in 2008. Less than a week after Clinton dropped out of the race he offered his services to the Obama camp.

10% Less Democracy: Why You Should Trust Elites a Little More and the Masses a Little Less
by Garett Jones
Published 4 Feb 2020

A modern version in the U.S. case might be a Council of Treasury Bondholders, a formal organization where U.S. Treasury bondholders could share their collective views on U.S. economic policy, perhaps through nonbinding public resolutions where one dollar of bonds means one vote. Another approach would be the German model of corporate governance. In Germany, big banks are frequently major investors in the country’s biggest private corporations, and those banks have routinely been given one or more seats on the boards of these corporations. Thus, in German corporations, the big lenders literally have a seat at the table. With just a few legal changes, the same could be true in cabinet meetings of the United States, the United Kingdom, Japan, or other debt-laden democracies.

Silk Road
by Eileen Ormsby
Published 1 Nov 2014

I walk tall, proud and free, knowing that the actions I take eat away at the infrastructure that keeps oppression alive. We are like a little seed in a big jungle that has just broken the surface of the forest floor. It’s a big scary jungle with lots of dangerous creatures, each honed by evolution to survive in the hostile environment known as human society. All manner of corporation, government agency, small family businesses, anything that can gain a foothold and survive. But the environment is rapidly changing and the jungle has never seen a species quite like the Silk Road. You can see it, but you can’t touch it. It is elusive, yet powerful, and we are evolving at a rapid clip, experimenting, trying to find sturdy ground we can put roots down in.

Dual Transformation: How to Reposition Today's Business While Creating the Future
by Scott D. Anthony and Mark W. Johnson
Published 27 Mar 2017

However, it created opportunities for new competitors like Skype, WhatsApp, Facebook, and others to ride over the top of the communications networks and provide competing services. The industry had nightmares of becoming a so-called dumb pipe, bearing all the costs of building expansive, expensive networks but seeing the returns go to these upstarts. Singtel has a deep finance function, plans rigorously and thoroughly, and regularly wins awards for having the best corporate governance in Asia. Since 2010, in parallel with efforts to streamline and shift its core business from voice to data, something interesting has happened. The company has invested in dozens of startups and built several substantial new growth businesses. Senior leaders have all but given up wearing ties.

The War on Normal People: The Truth About America's Disappearing Jobs and Why Universal Basic Income Is Our Future
by Andrew Yang
Published 2 Apr 2018

That’s where we’re at with the American economy. Unprecedented advances are accelerating in real time and wreaking havoc on lives and communities around the country, particularly on those least able to adapt and adjust. We must do all we can to reduce the worst effects of the Great Displacement—it should be the driving priority of corporations, government, and nonprofits for the foreseeable future. We should invest in education, job training and placement, apprenticeships, relocation, entrepreneurship, and tax incentives—anything to help make hiring and retaining workers appealing. And then we should acknowledge that, for millions of people, it’s not going to work.

Shadow Work: The Unpaid, Unseen Jobs That Fill Your Day
by Craig Lambert
Published 30 Apr 2015

Instead, as Veblen and Linder suggest, with more money, people find more things to buy, which gives them more things to do, and instead of cashing in on a leisure dividend, they find their time getting scarcer. THE EMERGING PORTRAIT of the future has large institutions taking control of a larger and larger part of human endeavor, funneling more of each individual’s time into the essentially economic pursuits of production and consumption. Corporations, governments, labor unions, nonprofits, and the academic world share the agenda of getting people more involved in economic activity—things that make money. Work, earn, buy. Create endless economic growth—only good things can come from an expanding economy and more money. In contrast, leisure, at least the forms of leisure that are free, has no institutional lobby.

Tech Titans of China: How China's Tech Sector Is Challenging the World by Innovating Faster, Working Harder, and Going Global
by Rebecca Fannin
Published 2 Sep 2019

Ma once told me that you “use your brain when you’re small,” and no Chinese entrepreneur has managed to look bigger. If taking over Yahoo! in China and beating eBay weren’t big enough accomplishments, his move into fintech with Ant Financial is the one to watch. Ma spun Alipay out of Alibaba in a controversial move in 2011 that sparked a dispute with major shareholders Yahoo! and SoftBank over corporate governance standards and how compensation for the loss of Alipay would be made. Ma claimed the spin-off was necessary because of new Chinese government regulations that prohibit foreign ownership structures for payment services. An agreement was reached a year later with Yahoo! and SoftBank, guaranteeing they would get a share of the financial rewards in case the spun-off entity went public or got acquired.

Dreams of Leaving and Remaining
by James Meek
Published 5 Mar 2019

Leaving Work and Remaining Somerdale 1923–2011, Skarbimierz 2010– EPILOGUE: Robin Hood Notes and Acknowledgements Notes Introduction: St George A few weeks after the Brexit referendum, I went out in the evening with a friend. I’d always thought of him – I still do – as a small ‘l’ liberal: a white English man in his late forties, middle-class, a native Londoner, articulate, funny, tolerant, easy-going, well-travelled, open-minded, Oxbridge-educated. I deemed him a sceptic of institutions – big corporations, governments, political parties – but a believer in the principles that kept them in check: democracy, transparency, the rule of law. Smarting from the referendum result, he said something more radical than I’d heard him utter before. ‘I don’t get it,’ he said. ‘What about all these powerful backroom interests in the City that are supposed to have the government in their pocket?

Only Americans Burn in Hell
by Jarett Kobek
Published 10 Apr 2019

This was all of the media coverage distilled: the users of social media had provided their private information with no intention of it being deployed for anything other than their banal self-expression on platforms owned by megalithic corporations. Its unauthorized use in a political campaign represented a grievous breach of ethics and corporate governance. If you took this media coverage at face value, reader, you would believe that most people were outraged about turning their private information over to megalithic corporations. But listen to someone who became a minor literary sensation on the basis of a book that critiqued turning over one’s personal information to megalithic American corporations.

The Heart of Business: Leadership Principles for the Next Era of Capitalism
by Hubert Joly
Published 14 Jun 2021

See Rana Foroohar, “American Capitalism’s Great Crisis,” Time, May 12, 2016, https://time.com/4327419/american-capitalisms-great-crisis/; and https://www.economist.com/open-future. 3. Milton Friedman, “A Friedman Doctrine,” New York Times, September 13, 1970, https://www.nytimes.com/1970/09/13/archives/a-friedman-doctrine-the-social-responsibility-of-business-is-to.html. 4. The Business Roundtable, “Statement on Corporate Governance,” September 1997, 1, http://www.ralphgomory.com/wp-content/uploads/2018/05/Business-Roundtable-1997.pdf. 5. Edmund L. Andrews, “Are IPOs Good for Innovation?,” Stanford Graduate School of Business, January 15, 2013, https://www.gsb.stanford.edu/insights/are-ipos-good-innovation. 6. Edelman, “Edelman Trust Barometer 2020.” 7.

Mastering Blockchain: Unlocking the Power of Cryptocurrencies and Smart Contracts
by Lorne Lantz and Daniel Cawrey
Published 8 Dec 2020

Note Since 2010, a steady stream of exchanges have been hacked or have shut down and lost customer funds, making this risk fairly high. See Chapter 9 for more on this. Building an exchange custody infrastructure that is highly secure from hacks requires the following: A lot of technical resources Auditing by multiple security groups Well-defined and well-thought-out corporate governance processes Many well-established exchanges—for example, Coinbase Pro—have had the time and resources to build robust solutions. They are still around today because they have kept their customers’ funds secure. Newer exchanges following proper security practices should cut no corners when it comes to custody solutions.

Kanban: Successful Evolutionary Change for Your Technology Business
by David J. Anderson
Published 6 Apr 2010

The throughput of requests had risen more than threefold, while lead times had dropped by more than 90 percent, and reliability improved almost as much. No changes were made to the software development or testing process. The people working in Hyderabad were unaware of any significant change. The PSP/TSP method was unchanged and all the corporate governance, process, and vendor-contract requirements were fully met. The team won the Engineering Excellence Award for the second half of 2005. Dragos was rewarded with additional responsibilities, and the day-to-day management of the team was handed off to the local line manager in India, who relocated to Washington.

On Paradise Drive: How We Live Now (And Always Have) in the Future Tense
by David Brooks
Published 2 Jun 2004

It is management procedures, consulting schemes, best practices notions, Six Sigma philosophies. Sales conferences across the land are filled with slightly deranged enthusiasts earnestly pushing their own conceptual breakthrough that will build teams, enhance customer loyalty, revolutionize corporate governance, ensure profitability, unify mankind, assure eternal peace and global understanding, and trim flabby thighs all in thirty days! At a business conference for food executives in Miami, I saw the world’s fourth best yo-yoer give a motivational talk. The yo-yo was this man’s Fry! He did amazing tricks and told the executives that they should approach their work with a sense of play.

Future Crimes: Everything Is Connected, Everyone Is Vulnerable and What We Can Do About It
by Marc Goodman
Published 24 Feb 2015

But I’ve Got Nothing to Hide In December 2009, when CNBC’s Maria Bartiromo asked Google’s own CEO, Eric Schmidt, about privacy concerns resulting from Google’s increasing tracking of consumers, Schmidt famously replied, “If you have something that you don’t want anybody to know, maybe you shouldn’t be doing it in the first place.” Schmidt, and others, dismiss privacy concerns by saying that if you haven’t done anything wrong, you should not be afraid of people (corporations, governments, or your neighbors) knowing what you are doing. This sentiment has been echoed by Facebook’s CEO, Mark Zuckerberg, who has argued that “privacy is no longer the social norm.” While privacy may no longer be the norm—at least for the general public—in his own life, Mr. Zuckerberg seems to treasure privacy quite a bit.

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Most users have no idea when they check their status on Facebook or upload a photograph to Pinterest where in the real world this information is actually being stored. That we do not even stop to pose the question is a testament to the great convenience, and opacity, of the system. Yet from a corporate governance and personal risk perspective, whether your data are stored on a computer server in America, Russia, China, or Iceland makes a difference. The corporate and individual perimeters that used to protect our information internally are disappearing, and the beginning and end of our computer networks are becoming far less well defined.

The Making of Global Capitalism
by Leo Panitch and Sam Gindin
Published 8 Oct 2012

This was seen not only in the enormous growth of the commercial paper and corporate bond markets, but also in what has been called the “financialization” of nonfinancial corporations.109 Without this usually becoming the foundation for their central activities or even their profits, large corporations increasingly engaged in financial arbitrage themselves, using both the credit subsidiaries they had developed to attract consumers and their own bond and equity portfolios. As for the impact of financial discipline on corporate governance, this was not so much imposed on managers as used by them to facilitate and accelerate restructuring within firms and across industries.110 Moreover, the massive reallocation of capital that was involved in restructuring the US economy would have been inconceivable without the role financial markets played not only in pushing so-called “inefficient” firms out of business, but also in supporting risky but innovative startups through the US’s unique venture capital markets, whose disbursements grew ten-fold in the 1980s alone.111 The development of derivatives products was also important, not only for limiting exchange-rate and interest-rate risks for corporations but also for assessing and comparing alternative accumulation strategies across both space and time; risk management, like transportation and marketing, should not necessarily be seen as a drain on the productive sectors of the economy, even if it does increase systemic volatility.

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By early 2002, the IMF had issued no less than 165 reports on how far fifty-nine states actually were observing such codes for data dissemination, monetary and financial policy transparency, fiscal transparency, banking supervision, securities and insurance regulation, payments systems, accounting and auditing standards, and corporate governance.23 The only sanction attached to these advisory reports was whether they would put off international investors from a non-compliant country, although it was clearly hoped that this would work as well as it had with the BIS “goal of creating a ‘level playing field’ among banks,” insofar as 143 countries had by this time agreed to a minimum 8 percent capital-adequacy standard.24 The actual implementation of these codes and standards inevitably proved to be highly uneven.

The Great Leveler: Violence and the History of Inequality From the Stone Age to the Twenty-First Century
by Walter Scheidel
Published 17 Jan 2017

Most of these changes occurred during the war itself: all of the decline in top income shares and, in absolute terms, almost all (about 93 percent) of the drop in the real value of the top 1 percent of estates between 1936 and 1949 had already been completed by 1945.24 Nevertheless, the occupation period, as a direct outgrowth of the war, was of critical importance in making wartime measures permanent and putting them on a more solid footing. As General MacArthur put it in his first New Year’s Day message to the people of Japan, no longer was the future to be “settled by a few.” U.S. intervention in the Japanese economy focused on taxation, corporate governance, and labor organization, all areas in which the war leadership had already inflicted huge financial pain on the established wealth elite. The war and immediate postwar years thus prompted a secular shift from a rich and powerful class of shareholders who had controlled management and demanded high dividends to a more egalitarian corporate system of lifetime employment, seniority-based wages, and company unions.

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The market distribution of incomes could be adjusted by changing laws regarding patents, antitrust, and contracts; by curbing monopolies; and by more strictly regulating the financial sector. Corporate taxes might be linked to the ratio of CEO compensation to worker median wage. Rent-seeking behavior of executives should be tackled through corporate governance reform. The standing of shareholders and employees should be shored up by ensuring the latter’s representation and voting rights and by compelling companies to share profits with workers. Institutional reforms should revive union power, raise minimum wages, improve access to employment for underrepresented groups, and create federal jobs programs.

The Great Post Office Scandal: The Fight to Expose a Multimillion Pound Scandal Which Put Innocent People in Jail
by Nick Wallis
Published 18 Nov 2021

The Post Office agreed, sending a document to every branch in the country inviting any Subpostmaster (or their assistants, or Post Office staff, or their contractors) to ‘raise concerns regarding Horizon, and feel comfortable about doing so.’ This document was important. It explained the Post Office was committed to ‘the highest standards of corporate governance, openness, probity and accountability’ and the process for raising concerns contained the important and unequivocal statement: ‘Second Sight will be entitled to request information related to a concern from Post Office Limited, and if Post Office Limited holds that information, Post Office Limited will provide it to Second Sight.’

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‘When one comes to consider then who knew what and when,’ he said, ‘that’s not a simple question to answer (in fact there’s more than one question, but overall there’s a rolled-up question), because one would have to look at the particular cases affected. Presumably we would have to think about inviting the Post Office to investigate and interview lawyers affected, some of whom might still work for the Post Office, some of whom won’t … one would have to look perhaps up and down corporate governance and so on and so forth about what was happening in the Post Office during that period … and it’s not just the Post Office, because it would inevitably involve Fujitsu.’ In Altman’s hands, it sounded like limb 2 would potentially be another investigation on the scale of the Bates v Post Office civil litigation but with an unknowable, unfathomable goal.

The Lean Startup: How Today’s Entrepreneurs Use Continuous Innovation to Create Radically Successful Businesses
by Eric Ries
Published 13 Sep 2011

Like Intuit, they would report on the revenue they were generating from products that did not exist a few years earlier. Executive compensation in LTSE companies would be tied to the company’s long-term performance. Trading on the LTSE would have much higher transaction costs and fees to minimize day trading and massive price swings. In exchange, LTSE companies would be allowed to structure their corporate governance to facilitate greater freedom for management to pursue long-term investments. In addition to support for long-term thinking, the transparency of the LTSE will provide valuable data about how to nurture innovation in the real world. Something like the LTSE would accelerate the creation of the next generation of great companies, built from the ground up for continuous innovation.

Webbots, Spiders, and Screen Scrapers
by Michael Schrenk
Published 19 Aug 2009

Some robots.txt files even specify the amount of time that webbots must wait between fetches, though these parameters are not part of the actual specification. Make sure to read the specification[75] before implementing a robots.txt file. There are many problems with robots.txt. The first problem is that no recognized body, such as the World Wide Web Consortium (W3C) or a corporation, governs the specification. The robots exclusion file is actually the result of a "consensus of opinion" of members of a now-defunct robots mailing list. The lack of a recognized organizing body has left the specification woefully out of date. For example, the specification did not anticipate agent name spoofing, so unless a robots.txt file disallows all webbots, any webbot can comply with the imposed restrictions by changing its name.

Business Metadata: Capturing Enterprise Knowledge
by William H. Inmon , Bonnie K. O'Neil and Lowell Fryman
Published 15 Feb 2008

Compliance and Business Metadata 1. 2. 3. 4. 5. 6. 7. 14.1 Introduction ................................................................................................247 Compliance Standards..........................................................................248 Types of Compliance .............................................................................249 Screening Communications..............................................................251 Using Data Profiling for Compliance............................................254 Summary .......................................................................................................257 Reference ......................................................................................................257 Introduction The world of today is one of regulation and compliance to information standards and statutes. Once there was freedom of information, but after it was abused by several corporations, government and other regulatory bodies created standards and statutes designed to regulate the flow and use of information. Compliance has become extremely pervasive and costly to most businesses. Sarbanes-Oxley is the regulatory compliance issue most often discussed in the corporate environment. Business metadata can help compliance efforts in many ways, and several examples will be introduced in this chapter.

Kingpin: How One Hacker Took Over the Billion-Dollar Cybercrime Underground
by Kevin Poulsen
Published 22 Feb 2011

But not all teenagers were content with the machines, and in the impatience of youth, they weren’t inclined to wait for grad school to dip into real processing power or to explore the global networks that could be reached with a phone call and the squeal of a modem. So they began illicit forays into corporate, government, and academic systems and took their first tentative steps into the ARPANET, the Internet’s forerunner. When those first young intruders began getting busted in 1983, the national press cast about for a word to describe them and settled on the one the kids had given themselves: “hackers.” Like the previous generation of hackers, they were pushing the limits of technology, outwitting the establishment, and doing things that were supposed to be impossible.

Drowning in Oil: BP & the Reckless Pursuit of Profit
by Loren C. Steffy
Published 5 Nov 2010

Malone was still troubled by the persistent problem of workers knowing about safety problems but feeling that management was unwilling to listen to them. He needed a conduit who would invite employees to voice their concerns without fear of reprisals. He hired a retired federal judge, Stanley Sporkin, an expert on corporate governance and ethical business practices, to act as an impartial conduit, investigating claims and passing on the information to Malone. As a judge, Sporkin had presided over the case in which Chuck Hamel, the former oil broker and whistle-blower on behalf of BP employees in Alaska, had accused the Alyeska consortium of spying on him and his wife.

Paper Knowledge: Toward a Media History of Documents
by Lisa Gitelman
Published 26 Mar 2014

Although Beyond Paper renders with great clarity the materiel and the stresses of office work circa 1993, it also offers a reminder that the moment of Wired was an extended one, in which new tools and the expertise associated with them were the objects of uneven penetration inside as well as outside large-­scale institutions—whether corporations, government and nongovernmental agencies, or universities. Just as “online access came first among those who did their own word processing” rather than the top-­level executives who didn’t,55 it was the workers who knew how to change the paper in the fax machine and who collated documents and delivered them by hand whose labors were eased and ultimately erased by technology like pdf s and local area networks.

Nothing Is True and Everything Is Possible: The Surreal Heart of the New Russia
by Peter Pomerantsev
Published 11 Nov 2014

The westerners would come here like to an oasis, before they got drunk and courageous enough to explore the Moscow night. It felt like the descendant of an old colonial club in an age that prided itself on being past all that. The Scandinavia set were tanned and spoke earnest schoolbook English. They discussed compliance, corporate governance, and workouts. Finding somewhere to go jogging, the consensus went, was a nightmare in Moscow. As was the smoking. And the traffic. When they got tipsy they made jokes about Russian girls, unless they were with their wives, in which case they discussed holiday plans. They had white teeth. Benedict had yellow teeth, drank wine at lunch, and smoked long, thick Dunhills.

Investment Banking: Valuation, Leveraged Buyouts, and Mergers and Acquisitions
by Joshua Rosenbaum , Joshua Pearl and Joseph R. Perella
Published 18 May 2009

Both the bank meeting presentation and bank book are typically available to lenders through an online medium. 127 For example, roadshow schedules often include stops in Philadelphia, Baltimore, Minneapolis, Milwaukee, Chicago, and Houston, as well as various cities throughout New Jersey and Connecticut, in accordance with where the underwriters believe there will be investor interest. 128 European roadshows include primary stops in London, Paris, and Frankfurt, as well as secondary stops typically in Milan, Edinburgh, Zurich, and Amsterdam. 129 A discussion of the most significant factors that make the offering speculative or risky. 130 Laws that set forth requirements for securities listed on public exchanges, including registration and periodic disclosures of financial status, among others. 131 The DON contains an overview of the material provisions of the bond indenture including key definitions, terms, and covenants. 132 These option incentives may comprise up to 15% of the equity value of the company (and are realized by management upon a sale or IPO). 133 The Sarbanes-Oxley Act of 2002 enacted substantial changes to the securities laws that govern public companies and their officers and directors in regards to corporate governance and financial reporting. Most notably, Section 404 of SOX requires public registrants to establish and maintain “Internal Controls and Procedures,” which can consume significant internal resources, time, commitment, and expense. 134 A roll-up strategy involves consolidating multiple companies in a given market or sector to create an entity with increased size, scale, and efficiency. 135 Selling the target for a higher multiple of EBITDA upon exit (i.e., purchasing the target for 7.0x EBITDA and selling it for 8.0x EBITDA). 136 Based on the sponsor’s model.

The Happiness Industry: How the Government and Big Business Sold Us Well-Being
by William Davies
Published 11 May 2015

President Franklin Roosevelt was a compulsive commissioner of polls from then on, and hired Hadley Cantril (formerly of the CBS radio research project) as his in-house pollster. Anti-capitalism for sale Once the judgement and voice of the ordinary person is admitted into market research, things can start to shift in a democratic direction. This is an unpredictable and – from the perspective of a corporation, government or advertising account executive – worrying situation. It contains the possibility that drove the Lynds to conduct the Middletown studies, or Abrams’s market research activities, namely that people may report a negative attitude towards consumerism, or even towards capitalism itself. On the other hand, it is precisely the capacity to detect such threats that made these techniques indispensable for corporations and governments.

The Global Minotaur
by Yanis Varoufakis and Paul Mason
Published 4 Jul 2015

The Crash of 1929 was the nemesis that history unleashed on a society that had allowed itself to be preyed upon by a predator state – one initially captured by the robber barons, then by the new corporate magnates and then, soon after, by Wall Street.6 After the New Deal and the Second World War engendered the Global Plan, a new socio-economic realignment saw to a more inclusive compact between the corporations, government and working Americans. That lasted a couple of decades – a time that almost everyone still remembers as capitalism’s Golden Age.7 However, when the Global Plan collapsed in 1971, and both the American and the world economies were wilfully ‘disintegrated’ to pave the way for the Global Minotaur, the post-war compact broke down.

The Cost of Inequality: Why Economic Equality Is Essential for Recovery
by Stewart Lansley
Published 19 Jan 2012

University of Cambridge, 2009. 323 T Palley, Financialisation, Levy Economics Institute, Working Paper 525, table 10, 2007. 324 IFSL, Banking Report 2008, chart 25. 325 http://www.statistics.gov.uk/StatBase/tsdataset.asp?vlnk=993. 326 Don Young, ‘FTSE 100—the largest companies’, 2007. 327 D Young and P Scott, Having Their Cake, How the City and Top Managers are consuming British Industry, Kogan Page, London, 2004. 328 Andrew Tylecote and Paulina Ramirez, UK Corporate Governance and Innovation, Sheffield University Business School, Discussion Paper, 2004. 329 Ozgur Orhanguzi, ‘Financialisation and capital accumulation in the non-financial sector’, Cambridge Journal of Economics, 2008. 330 H Williams, Britain’s Power Elites, Constable, 2006, p 169. 331 T Dolphin, Financial Sector Taxes, IPPR, 2010, p 14. 332 Ibid. p 15. 333 J G Palma, ‘The Revenge of the Markets on the Rentiers’, Cambridge Journal of Economics, vol 333 issue 4, 2009. 334 Absolute Return, April 2010. 335 J Chapman, Phasing Out Hedge Funds, Public Policy Research, March-May, 2010. 336 A Hilton, ‘Hedge Funds’ Market Spoiler, Evening Standard, 12 May 2004. 337 Mansion House Speech March 2010 Available at http://archive.bis.gov.uk/newsarchive/nds/clientmicrosite/content/Detail.aspx-ReleaseID=411720&-NewsAreaID=2&ClientID=431.html. 338 Henry Hu and Barnard Black, Hedge Funds, ‘Insiders and Empty Voting’, Finance Working Paper, No xx/2006, European Governance Institute, p 12. 339 J Crotty, G Epstein and I Levin, ‘Proprietary Trading Is A Bigger Deal Than Many Bankers and Pundits Claim’, Policy Note No 15, February, 2010, Political Economy Research Institute, University of Masschusetts. 340 M Lewis, Liar’s Poker, Coronet, 1991, p 141. 341 Cowen, op. cit. 342 Sir John Gieve, The City’s Growth: The Crest of a Wave or Swimming with the Stream?

How Capitalism Saved America: The Untold History of Our Country, From the Pilgrims to the Present
by Thomas J. Dilorenzo
Published 9 Aug 2004

As discussed in Chapter 7, so-called predatory pricing is illogical and foolish as a business practice; moreover, it has never been established that a real-life monopoly has ever been formed in this way. Finally, if any businesses defrauded investors then they deserved to be prosecuted under criminal law. In no way should that have led to a law regulating or breaking up all trusts. Fraud is fraud, regardless of the kind of enterprise it emanates from—corporations, government, churches, nonprofit organizations, or wherever. Another indictment of the trusts was that, even if they weren’t monopolies, they were supposedly creating a “dangerous concentration of wealth” in the hands of the top capitalists of the day. The conspicuous wealth of the Rockefellers, Vanderbilts, Stanfords, and others seemed to support this charge.

Losing Control: The Emerging Threats to Western Prosperity
by Stephen D. King
Published 14 Jun 2010

It also led to excessive flows of savings into emerging investments where returns for investors were, frankly, suspect. Rent-seeking behaviour is not confined to greedy Western capitalists. It is found all over the emerging world where the distinction between private companies and government control is, at best, tenuous. Pretending that corporate governance will somehow be good enough to protect the interest of developed-world investors is, in some cases, laughable. In The Writing on the Wall, Will Hutton criticizes China’s Communist Party for failing to disentangle itself from corporate China, arguing that China is suffering as a result from endemic corruption or, in Ricardo’s terminology, abusive rent-seeking behaviour.

Buying Time: The Delayed Crisis of Democratic Capitalism
by Wolfgang Streeck
Published 1 Jan 2013

The rise of creditors to become the second ‘constituency’62 of the modern state is strikingly reminiscent of the emergence of activist shareholders in the corporate world under the ‘shareholder value’ doctrine of the 1980s and 1990s.63 Like the boards of publicly listed companies in relation to the new ‘markets for corporate control’, the governments of today’s debt states in their relationship with the ‘financial markets’ are forced to serve a further set of interests whose claims have suddenly increased because of their greater capacity to assert themselves in more liquid financial markets. Like capital markets in the transformation of corporate governance, credit markets in the transformation of democracy are eager to deploy their newly won power (especially the option they have to sell shares and pull out) in order to minimize the influence of competing claims on the relevant executive – that of the workforce on management or of citizens on the elected government.

The Trouble With Billionaires
by Linda McQuaig
Published 1 May 2013

While the Cameron government clearly felt the need to mollify the public by criticizing oversized pay cheques in the executive suite, it backed away from taking actual steps that would have risked antagonizing the corporate high-fliers. It largely ignored suggestions from the High Pay Commission, which called for tougher corporate governance laws, including a new national body to monitor executive pay. The government even backed off implementing tougher regulatory measures that had been advanced in its own consultation papers. Overall, despite some grandstanding on the issue, the Cameron government has shown little willingness to take steps to rein in excessive rewards in the corporate world.

The New Rules of War: Victory in the Age of Durable Disorder
by Sean McFate
Published 22 Jan 2019

“We find that our [mercenary] forces have cost the country a great deal and done much wanton damage,” declared Frederick William, ruler of Brandenburg-Prussia, during the Thirty Years’ War. “The enemy could not have done worse.”21 On the demand side, the availability of mercenaries means that buyers who have not previously contemplated military action can now do so. We’ve already seen multinational corporations, governments, and millionaires hire mercenaries in 2015; that was not the case two decades ago. The availability of private force lowers the barriers of entry into armed conflict for those who can afford it, tempting even more war. Fourth, the market for force creates what political scientists call a “security dilemma.”

Lab Rats: How Silicon Valley Made Work Miserable for the Rest of Us
by Dan Lyons
Published 22 Oct 2018

In 2017, Pincus and Hoffman formed a “virtual political party” called #WTF, for Win the Future, to influence the direction of the Democratic Party. The Financial Times pointed out that it was “curious” to see Pincus and Hoffman take such an interest in democracy, since in their own companies they had structured corporate governance with different classes of stock, which gave them control even after the IPO—benevolent dictators, basically, who did not have to answer to shareholders or employees. These are the people who would advise the world on how to “manage talent” in the networked age. Hoffman’s new compact is terrible for workers, but great for investors, which is understandable since Hoffman’s primary focus these days is on venture investing.

Cult of the Dead Cow: How the Original Hacking Supergroup Might Just Save the World
by Joseph Menn
Published 3 Jun 2019

“A month later”: Matt Flegenheimer and Jonathan Martin, “Beto O’Rourke Emerges as the Wild Card of the 2020 Campaign-in-Waiting,” New York Times, December 9, 2018, www.nytimes.com/2018/12/09/us/politics/beto-2020-presidential-race.html. Epilogue “Institute of Electrical and Electronic Engineers”: The IEEE code is available at www.ieee.org/about/corporate/governance/p7-8.html. “Security is about how you configure power”: Song’s speech was on YouTube for a time. > INDEX Abene, Mark (Phiber Optik), 26–28 Acid Phreak. See Ladopoulos, Elias Acton, Brian, 152 Adafruit Industries, 46 Adkins, Heather, 188, 200 Adobe Systems, 164, 185 Aitel, Dave, 120–121, 137, 177 Akman, Kemal (Mixter), 128, 141, 145, 162–163, 170–172, 186 AKP, 169–170 Al-Bassam, Mustafa (tflow), 149–150 Albini, Steve, 17 Alexander, Keith, 180–181 Alexandre, Brandy, 68 Allard, J (Darby Crash), 38–39 Alliance Teleconferencing, 44 American Association for the Advancement of Science, 100 America Online (AOL), 18, 107 Amnesty International, 101, 134 anarchism, 11, 40, 47, 60–61, 117, 152, 165 Anarchist’s Cookbook, The, 11 Anglin, Andrew, 195 anonymity, role of, 2–3, 128–130, 142, 157, 161 Anonymous, 145–149, 155, 166, 188, 195 ANSI, 199 Anthony, Sam (Tweety Fish), 7, 48, 62–63, 84, 88, 186–187, 191, 193–194 at conferences, 66–67, 81, 91–93 anti-establishment attitude, 6, 22–23, 27, 43, 86, 93, 142, 176 Antisec (anti-security) movement, 122–123, 148, 165 antivirus industry, 29, 66, 78, 83, 107, 167–168, 210 computer viruses, 81–82, 120, 167, 176 Appelbaum, Jacob “Jake” (IOerror), 3, 151–159, 161, 192 early history and joining cDc, 140, 142 sexual misconduct, 152–158, 193 WikiLeaks, involvement in, 143–145, 148, 150 Apple, 18, 30, 37, 63, 112, 163, 211–212 Apple II computers, 10, 11, 54, 204 iPhones, 2, 121–122, 124, 165–166, 171, 203 Mac, 23, 182 applications (apps), 69, 90, 108, 196 APT28, 199 Arab Spring, 149, 164 Arbor Networks, 123, 178 Arch Angel.

The Green New Deal: Why the Fossil Fuel Civilization Will Collapse by 2028, and the Bold Economic Plan to Save Life on Earth
by Jeremy Rifkin
Published 9 Sep 2019

Much of the smart infrastructure, then, is going to come online because of the generous tax credits and other incentives combined with the exponentially falling cost curve of the infrastructure components and processes. In the Green New Deal, infrastructure is potentially participatory and democratized and always metamorphosing into new patterns if overseen by commons governance rather than private corporate governance in each region. The $9.2 trillion price tag reflects the way this digital distributed infrastructure is likely to emerge and evolve in the coming decades. When all is said and done, let’s not forget that all these infrastructure improvements will add $3 to the US GDP for every dollar invested and create millions of new jobs.21 Finding the Money So, where is the money going to come from to finance a federal and state government rollout of a $9.2 trillion twenty-year Green New Deal infrastructure across America?

Brave New Work: Are You Ready to Reinvent Your Organization?
by Aaron Dignan
Published 1 Feb 2019

When members lack the ability to resolve conflict, these private audiences with the leader become a forum for politicking. Great one-on-ones can provide feedback and mentorship, deepen relationships, or give us a chance to collaborate on the work. But if you notice they’re becoming a venue for other unmet needs, pull the rip cord and bring those conversations into the light. Governance. Over the years, corporate governance has become a circus of compliance and risk avoidance. In the meantime we have forgotten that true stewardship comes from participation and ownership, not fear. Put simply, if we want organizations to learn and adapt—if we want them to be good citizens—then we need a distributed mechanism for steering and changing the organization.

Reaching for Utopia: Making Sense of an Age of Upheaval
by Jason Cowley
Published 15 Nov 2018

There’s been a breakdown in trust in institutions that have always formed the core of our society. There’s a sense that business somehow has been playing by a different set of rules, which is unfair. Tax avoidance is one of the issues.’ May’s instincts are classically Tory on defence and security issues, but no one close to her doubts her sincerity in wanting improved corporate governance and a fairer deal for the ordinary worker, for those who are ‘just about managing’. As it happens, she did not use this phrase once during our conversation, and I’ve heard it said that she was furious when, early in her premiership, a civil servant referred to this group by the acronym ‘Jam’ in a written report.

The Light That Failed: A Reckoning
by Ivan Krastev and Stephen Holmes
Published 31 Oct 2019

In Germany, a wholesale purge of ex-communists became the order of the day, and many of the East Germans who today willingly vote for the far-right Alternative for Germany interpreted the post-1989 ‘purification’ process not as a sincere search for historical justice but as a way for the West to dominate the East, opening up employment opportunities for Westerners by unceremoniously ousting ‘Ossi’ elites from their jobs. And fourthly, Germany was and is very proud of both its welfare state and its system of co-determination, by which labour unions were given a pivotal role in corporate governance. But these were aspects of their political system that the West Germans never pressed the EU to export to the East. The official reason they gave was that Central and East Europeans could not afford them, but perhaps they also expected that weakened state protections for Central and Eastern European workers and citizens would create favourable investment opportunities for German industry.

Less Is More: How Degrowth Will Save the World
by Jason Hickel
Published 12 Aug 2020

Page, ‘Testing theories of American politics: Elites, interest groups, and average citizens,’ Perspectives on politics 12(3), 2014, pp. 564–581. 59 Simon Radford, Andrew Mell, and Seth Alexander Thevoz, ‘‘Lordy Me!’ Can donations buy you a British peerage? A study in the link between party political funding and peerage nominations, 2005–2014,’ British Politics, 2019, pp. 1–25. 60 Ewan McGaughey, ‘Democracy in America at work: the history of labor’s vote in corporate governance,’ Seattle University Law Review 697, 2019. 61 ‘Media Ownership Reform: A Case for Action,’ Media Reform Coalition, 2014. 62 Ashley Lutz, ‘These six corporations control 90% of the media in America,’ Business Insider, 2012. 63 Elinor Ostrom, Governing the Commons: The Evolution of Institutions for Collective Action (Cambridge University Press, 1990). 64 I gleaned this idea from the Greek-French philosopher Cornelius Castoriadis.

Super Founders: What Data Reveals About Billion-Dollar Startups
by Ali Tamaseb
Published 14 Sep 2021

They had all the service elements at Andreessen Horowitz to say, “Okay, you want to hire a CFO; we’ll help you do that in the right way.” I don’t know how to hire a CFO. It seems like you don’t want to screw it up. And we thought now that we’re in the big leagues, we probably should be more responsible when it comes to finances and corporate governance and areas where we lacked expertise. We were very clear that we did things a different way. And that’s how we were going to do them, and they weren’t going to come in and tell us to do it any differently unless we asked them. The most annoying thing was they would send us revised copies of the term sheet without showing exactly what was different from one version to another, and we were like, “Can we do this on GitHub version control?”

The Enablers: How the West Supports Kleptocrats and Corruption - Endangering Our Democracy
by Frank Vogl
Published 14 Jul 2021

The short-term profit maximization culture is in part driven by hedge funds and private equity firms that are consistently placing pressures on corporate management to find ways to boost their share prices. It is driven by the zeal of top executives, and in the case of banks by traders and wealth managers, to boost their bonuses. It is a product of the failure of corporate governance to counter excessive greed. Boards of directors are meant to provide a check on corporate managements, but this is rarely the case. In many of the largest US banks and other corporations, the chairman of the board and the chief executive officer are one and the same, and this one person has an outsize influence in selecting the other board members.

Road to Nowhere: What Silicon Valley Gets Wrong About the Future of Transportation
by Paris Marx
Published 4 Jul 2022

Once again, these actions are examples of an industry-wide trend and, while they sound positive, they do not mean we no longer need to be concerned about the human and environmental effects of mining. Political scientist Thea Riofrancos has argued that auto-makers’ sustainability commitments are first and foremost about appeasing environmentally conscious consumers and investors who are concerned about companies’ environmental, social, and corporate governance.14 The transition to electric vehicles presents an unprecedented opportunity to increase vehicle sales by converting the automobile fleet to battery power; engaging in what is effectively greenwashing will help to ensure it is realized. But what form that shift ultimately takes will be determined by government policy.

House of Cards: A Tale of Hubris and Wretched Excess on Wall Street
by William D. Cohan
Published 15 Nov 2009

To an outsider, the Bear Stearns board's lack of involvement to this point in the firm's financial meltdown could be interpreted as a near-complete abdication of its fiduciary responsibility to shareholders. There are more than a few financial heavyweights who have just that view. “The Bear Stearns debacle was a corporate governance error of the most profound kind,” said Steve Schwarzman, the co-founder of the Blackstone Group. But at the quirky and insular Bear, which continued to operate as a small partnership despite having been a public company since November 1985, the lack of involvement by the board or its chairman, Jimmy Cayne, was not particularly disturbing or unusual for the rank and file.

…

The indemnification agreement was a hugely important deal point for Bear's officers and directors, who knew by the evening of March 16 that they were already the target of numerous lawsuits—with more to come—questioning the individual and collective decisions and judgments that had allowed the situation to reach the edge of the abyss. The board also agreed to amend the company's bylaws to allow Bear Stearns to pay the legal and other expenses of any indemnified person “promptly upon demand by such person.” Corporate governance experts—along with the justice system—will likely debate for years to come whether the Bear Stearns board properly exercised its fiduciary duty during this crisis, or in the years leading up to this crisis, but Parr is confident the board did all it could. “They asked lots of questions,” he said.

The Power of Pull: How Small Moves, Smartly Made, Can Set Big Things in Motion
by John Hagel Iii and John Seely Brown
Published 12 Apr 2010

We can use new tools and platforms to access people who share our interests and hobbies, no matter how esoteric, and build sustained relationships with them over the Internet that often spill over into “real life.” Access Beyond Institutional Boundaries There’s no Dunbar’s Number for institutions. But big corporations, government agencies, and the like have an obviously tough time scaling their relationships, too. For a variety of reasons, most prefer to keep the number of business partners with whom they interact to a minimum. For most big institutions their very size works against them: Scale becomes a barrier to access, not an enabler.

Stealth of Nations
by Robert Neuwirth
Published 18 Oct 2011

Like Andrew at the garbage dump, who wants to immediately quintuple his working capital, the average roadside vendor would generally want to reinvest all of his or her income into the business, with no reserve fund and no allowance for contingencies. Adegboyega continued, “These businesses have no interest in corporate governance. They’re not interested in putting up the kinds of structures to sustain the business beyond the life of the sponsor. Banks try to apply the typical types of investment covenants. We, because of our business of banking, do not have the time a private equity firm would have to do the postinvestment monitoring.”

The Bogleheads' Guide to Investing
by Taylor Larimore , Michael Leboeuf and Mel Lindauer
Published 1 Jan 2006

Record your choices in the spaces below, since you'll need to refer to them when you select specific fiends. Types of funds to include in your portfolio Stock funds. Actively managed growth or value funds, or index funds that track the total stock market or segments of it. Bond funds. Actively managed short-, intermediate-, or long-term corporate, government, or tax-exempt funds, or index funds that track the total bond market or segments of it. Money market funds. Actively managed taxable or tax-exempt fiends that invest in cash investments issued by governments, corporations, banks, or other financial institutions. Balanced funds. Actively managed or index funds that hold a mix of stocks, bonds, and (sometimes) cash investments.

Capitalism Without Capital: The Rise of the Intangible Economy
by Jonathan Haskel and Stian Westlake
Published 7 Nov 2017

Journal of Finance 64 (6): 2481–2513. doi:10.1111/j.1540-6261.2009.01508.x. ———. 2011. “Does the Stock Market Fully Value Intangibles? Employee Satisfaction and Equity Prices.” Journal of Financial Economics 101 (3): 621–40. doi:10.1016/j.jfineco.2011.03.021. ———. 2014. “Blockholders and Corporate Governance.” Annual Review of Financial Economics 6 (1): 23–50. doi:10.1146/annurev -financial-110613-034455. Edmans, Alex, Vivian W. Fang, and Katharina Lewellen. 2013. “Equity Vesting and Managerial Myopia.” NBER, Working Paper, No. 19407, 1–60. doi:10.2139/ssrn.2270027. Forman, Chris, Avi Goldfarb, and Shane Greenstein. 2016.

Grave New World: The End of Globalization, the Return of History
by Stephen D. King
Published 22 May 2017

New forms of exchange became increasingly important. A multinational company would only invest in a particular country – even if its labour was inexpensive – under certain specified conditions. Typically, to secure the capital inflow, the recipient country would need to provide better infrastructure, improved corporate governance and higher levels of legal protection to make the prospective investment ‘safe’.3 In time, this ‘exchange’ – between investment and governance, rather than between exports and imports – created a virtuous circle, leading to an emerging-market revolution associated with rapidly rising living standards for the many, not the few.

The Precariat: The New Dangerous Class
by Guy Standing
Published 27 Feb 2011

Below that elite comes the ‘salariat’, still in stable full-time employment, some hoping to move into the elite, the majority just enjoying the trappings of their kind, with their pensions, paid holidays and enterprise benefits, often subsidised by the state. The salariat is concentrated in large corporations, government agencies and public administration, including the civil service. Alongside the salariat, in more senses than one, is a (so far) smaller group of ‘proficians’. This term combines the traditional ideas of ‘professional’ and ‘technician’ but covers those with bundles of skills that they can market, earning high incomes on contract, as consultants or independent own-account 8 THE PRECARIAT workers.

The Darwin Economy: Liberty, Competition, and the Common Good
by Robert H. Frank
Published 3 Sep 2011

Executive hiring committees may not be perfectly informed, but they have more information than they used to, and this makes reputation a more effective predictor of performance. Similarly, increased vigilance from institutional shareholders and growing threats of hostile takeovers have placed additional constraints on executive pay abuse. Despite these advances, corporate governance remains imperfect. But although there will always be cases in which mediocre executive performances are rewarded with high salaries, those who fail to deliver generally get the axe more quickly than in the past. Philip Cook and I argued that top salaries have been growing sharply in virtually every labor market because of two 150 CHAPTER NINE factors—technological forces that greatly amplify small increments in performance and increased competition for the services of top performers.13 Pay by relative performance is one defining condition of what we call a winner-take-all market.

No Ordinary Disruption: The Four Global Forces Breaking All the Trends
by Richard Dobbs and James Manyika
Published 12 May 2015

The chapters that follow build on the efforts to understand trends by the McKinsey Global Institute (MGI), the economics and business research arm of the management consulting firm McKinsey & Co. Our thinking stems from McKinsey’s work with companies and organizations around the world; meaningful conversations about the challenges and opportunities inherent in our world with corporate, government, and NGO leaders; deep, proprietary quantitative research by MGI over the last twenty-five years; and extensive and diverse personal experiences. One of us has lived in China for more than a quarter century, one of us has been based in Silicon Valley since 1993, and one of us has, since 1988, spent time in London, Mumbai, and Seoul.

Wait: The Art and Science of Delay
by Frank Partnoy
Published 15 Jan 2012

I am especially grateful for conversations with Bill Ackman, Julian Alexander, Michael Ashner, Lanny Breuer, Yaron Brook, Jeff Campbell, Dana Carney, Kathy Casey, Walker Clark, Simon Copleston, Jeff Critchfield, Patrick Daniels, Hernando de Soto, Sanford DeVoe, Gurpreet Dhaliwal, Andrew Dittmer, Jesse Eisinger, Anne Erni, Allen Farrell, Jerome Fons, Mary Fricker, Koji Fukumura, Maria Gavrilovic, Gordon Gerson, Jonathan Glater, Francesco Guerrera, Scott Harrison, Margaret Heffernan, Sheena Iyengar, James Jacoby, Rob Jafek, Roy Katzovicz, Adam Kolber, Eric Kolchinsky, Unni Krishnan, Steve Kroft, Stephen Labaton, Irene LaCota, Vice Chancellor Travis Laster, Angel Lau, Donald Lawrence, Joe Lonsdale, Angel Lopez, John Lovi, Jeff Madrick, Peter McLeod, Ralph Nader, Chuck O’Kelley, André Perold, Stephen Porges, Ernesto Reuben, Christine Richard, Darren Robbins, John Rogers, Jennifer Schenker, Todd Simkin, Robert P. Smith, Yves Smith, Mark Snell, Michael Solender, Judge Stanley Sporkin, Joseph Stiglitz, Richard Thaler, David Westbrook, and David Viniar. I was able to test-drive some of the ideas in this book in two speeches during October 2011, at the Seattle University School of Law’s Berle Center Corporate Governance Colloquium and the French-American Foundation’s Young Leaders program. I am grateful to both organizations, and I benefited tremendously from the active questioning and feedback from both groups. Several people gave me helpful comments on drafts, as well as in numerous conversations and correspondence.

Death of the Liberal Class
by Chris Hedges
Published 14 May 2010

I was genuinely appalled at one point, as we exchanged stories and commiserated with each other over our situations, when she in her grandmotherly fashion tried to convince me that I would be “healthier” eating cat food (like her) rather than trying to get all my substance from peanut butter and bread. I couldn’t quite go there, but the impression was made. I decided that I didn’t trust big business to take care of me, and that I would take responsibility for my own future and myself. Stack’s life, like Ernest Logan Bell’s, soon made clear that the corporate government served its own interests at the expense of the citizen. And the liberal class and its institutions, including labor unions, the media, and the Democratic Party, would not defend them. “Why is it that a handful of thugs and plunderers can commit unthinkable atrocities (and in the case of the GM executives, for scores of years) and when it’s time for their gravy train to crash under the weight of their gluttony and overwhelming stupidity, the force of the full federal government has no difficulty coming to their aid within days if not hours?”

The Second Machine Age: Work, Progress, and Prosperity in a Time of Brilliant Technologies
by Erik Brynjolfsson and Andrew McAfee
Published 20 Jan 2014

“Kauffman Index of Entrepreneurial Activity,” Ewing Marion Kauffman Foundation, 2012, http://www.kauffman.org/research-and-policy/kauffman-index-of-entrepreneurial-activity.aspx. 16. Vivek Wadhwa, AnnaLee Saxenian, and Francis Daniel Siciliano, “Then and Now: America’s New Immigrant Entrepreneurs,” Part 7, Stanford Public Law Working Paper No. 2159875; Rock Center for Corporate Governance at Stanford University Working Paper No. 127, SSRN Scholarly Paper (Rochester, NY: Social Science Research Network, October 1, 2012), http://papers.ssrn.com/abstract=2159875. 17. Leora Klapper, Luc Laeven, and Raghuram Rajan, “Entry Regulation as a Barrier to Entrepreneurship,” Journal of Financial Economics 82, no. 3 (2006): 591–629, doi:10.1016/j.jfineco.2005.09.006. 18.

Broken Markets: How High Frequency Trading and Predatory Practices on Wall Street Are Destroying Investor Confidence and Your Portfolio
by Sal Arnuk and Joseph Saluzzi
Published 21 May 2012

An unintended consequence of Levitt’s Reg ATS may have been that it backfired on the specialist system, ultimately leaving it vulnerable to Regulation NMS (National Market System), which was finally implemented in 2005. Professor John Coffee John Coffee is a professor of law at Columbia Law School. He is a noted expert in securities law and corporate governance. Coffee participated at the SEC Small Business Forum in 2011 and followed our remarks. He took issue with our characterization of Reg ATS (the advent of electronic markets) as being responsible for the loss of the small IPO, countering that, in the year preceding the adoption of Reg ATS, Rule 144 seasoning periods were shortened from two years to one year and that the small IPO market might have shifted over to the private placement market to account for the drop.

Disrupted: My Misadventure in the Start-Up Bubble
by Dan Lyons
Published 4 Apr 2016

Certainly when I joined HubSpot I didn’t think I was going to work for bosses who would engage in activity that might be illegal, or on the verge, or that I would be the target of their actions. I also never imagined that a board of directors of a “radically transparent” company would refuse to tell the full story about what happened. The board’s handling of the scandal raises serious questions about HubSpot’s corporate governance. HubSpot has three independent board members who do not represent venture capital firms. Each of them, however, holds shares in HubSpot worth millions of dollars. Instead of coming clean, the directors have released only a tiny amount of information, leaving huge questions unanswered. HubSpot has vowed to develop a “Company-Wide Code of Business Conduct and Ethics training program.”

The Upside of Irrationality: The Unexpected Benefits of Defying Logic at Work and at Home
by Dan Ariely
Published 31 May 2010

Nancy [Pelosi] said she wanted to include the second “stimulus” package that the Bush Administration and congressional Republicans have blocked. I don’t want to trade a $700 billion dollar giveaway to the most unsympathetic human beings on the planet for a few fucking bridges. I want reforms of the industry, and I want it to be as punitive as possible. Henry Waxman has suggested corporate government reforms, including CEO compensation, as the price for this. Some members have publicly suggested allowing modification of mortgages in bankruptcy, and the House Judiciary Committee staff is also very interested in that. That’s a real possibility. We may strip out all the gives to industry in the predatory mortgage lending bill that the House passed last November, which hasn’t budged in the Senate, and include that in the bill.

The End of Accounting and the Path Forward for Investors and Managers (Wiley Finance)
by Feng Gu
Published 26 Jun 2016

In fact, Luca Pacioli (1445–1517), the Renaissance mathematician who formalized and promulgated “double-entry bookkeeping” to the general public in his classic book (1494) Summa de Arithmetica, Geometria, Proportioni, et Proportionalita, warned readers that nothing could be omitted from the accounting records and that comprehensive recording of transactions is essential to successful business operations and corporate governance.1 But the business events captured so meticulously by the accounting system, and subsequently summarized in corporate financial reports, are primarily transactions with third parties: purchases from suppliers and sales to customers; payments of wages, rent, and interest; stocks and bond issues; as well as investments in long-term assets and securities.

I Love Capitalism!: An American Story
by Ken Langone
Published 14 May 2018

I didn’t know about Relational Investors at first. I just had the uneasy sense that with our stock flat and company morale down, somebody might be coming after us. So at our November board meeting my fellow directors and I, Bob included, decided to retain my friend Marty Lipton, who’s recognized as the number-one guy in the world in corporate governance, and his firm, Wachtell, Lipton, in case anybody out there was considering agitating for changes at Home Depot. If anybody came after us, we agreed, our first call would be to Marty Lipton. At a meeting like that, the agenda is the agenda, but you always try to read between the lines. And one thing I could instantly see in that boardroom was how poisonous things had become between Nardelli and the directors.

No Such Thing as a Free Gift: The Gates Foundation and the Price of Philanthropy
by Linsey McGoey
Published 14 Apr 2015

And this is exactly what we proved with Davos this year’. The value of pro-market solutions particularly during times of economic catastrophe has been one of the most common themes to emerge out of the 2008 collapse, a crisis which initially led to questions over whether the private sector was, as Georgia Keohane writes, ‘the best exemplar of corporate governance, accountability, or long-term investment savvy’.39 At the 2009 Skoll World Forum, just months after the collapse of Lehman Brothers and Bear Stearns, there was very little acknowledgement of the role that business played in destabilizing markets. Rather, there was a remarkably self-congratulatory, proselytizing tenor to proceedings, a sense that the ‘new’ socially oriented entrepreneurship offered salvation in dark times.

Everything for Everyone: The Radical Tradition That Is Shaping the Next Economy
by Nathan Schneider
Published 10 Sep 2018

We aimed to reach even just 3 percent—itself, not an easy reach—which would be enough to resubmit a proposal in the future. The day of the shareholder meeting at the Twitter headquarters in San Francisco, Spitzberg was there, along with our main shareholder activist, Jim McRitchie. McRitchie, a straight-talking corporate governance expert, read the proposal through his gray goatee, which inspired a subsequent sheriff meme. Jack Dorsey and other senior executives were there in the room listening. We won nearly 5 percent of the vote. That day another subgroup of #BuyTwitter, instigated by Vermont cooperator Matthew Cropp, announced the existence of Social.coop.

The Fourth Revolution: The Global Race to Reinvent the State
by John Micklethwait and Adrian Wooldridge
Published 14 May 2014

She has dismantled most of the controls on local NGOs, so all they need to do is register with her. By mid-2012 she had brought in more than five thousand “social groups” and paid out several hundred million yuan to them to perform social work.49 All the groups are evaluated by third parties on things like corporate governance: The higher their rating, the more money she trusts them with. By 2012 she had closed down twenty-six NGOs and warned seventy others that their internal standards were not up to par. Already her model is being copied around the country. Ma epitomizes the businesslike way in which China’s best civil servants are trying to tackle social problems.

Boundless: The Rise, Fall, and Escape of Carlos Ghosn
by Nick Kostov
Published 8 Aug 2022

Stone-faced, Ghosn thanked him for his time and took his leave. * * * Soon after, the GM news broke in the papers. Breton immediately dialed his communication chief to find him a spot on one of France’s many talk shows the following day. When he appeared on Sunday afternoon, the first question was about the GM news. “We have to make sure that corporate governance rules are respected,” Breton said, a polite nod to his conversation with Ghosn. But in the weeks that followed, he made it very clear that he was hostile to the deal. By that time, Ghosn had already been corresponding for months with the American billionaire Kirk Kerkorian, who had made a name for himself by strong-arming corporate boards and had built up a roughly 10 percent stake in the storied American carmaker.

Volt Rush: The Winners and Losers in the Race to Go Green
by Henry Sanderson
Published 12 Sep 2022

‘I think the most difficult problem now … is the big problem with SQM, in terms of the fact that they have been playing complex games in the Chilean political system,’ Bitrán told me. ‘We, as the owner of the salar, want to make an alliance for the exploitation [of the Atacama] with companies that behave according to the rules and according to international standards in terms of corporate governance, in terms of compliance.’ In 1979, lithium was labelled a ‘strategic mineral’ in Chile, in recognition of the fact that an isotope of the metal is used in nuclear fusion. The label stands to this day, despite the fact that the nuclear industry now uses an inconsequential amount of lithium.

Cobalt Red: How the Blood of the Congo Powers Our Lives
by Siddharth Kara
Published 30 Jan 2023

While Tesla’s responsible sourcing practices apply to all materials and supply chain partners, we recognize the conditions associated with select artisanal mining (ASM) of cobalt in the DRC. To assure the cobalt in Tesla’s supply chain is ethically sourced, we have implemented targeted due diligence procedures for cobalt sourcing. For Daimler, respect for human rights is a fundamental aspect of responsible corporate governance … We want our products to contain only raw materials and other materials that have been mined and produced without violating human rights and environmental standards. Glencore plc is committed to preventing the occurrence of modern slavery and human trafficking in our operations and supply chains … We do not tolerate child labour, any form of forced, compulsory or bonded labour, human trafficking or any other form of slavery and actively seek to identify and eliminate them from our supply chains.

The Man Who Broke Capitalism: How Jack Welch Gutted the Heartland and Crushed the Soul of Corporate America—and How to Undo His Legacy
by David Gelles
Published 30 May 2022

“Benefit Corporation legislation”: Elissa Loughman, “Benefit Corporation Update: Patagonia Passes B Impact Assessment, Improves Score to 116,” Patagonia.com, https://www.patagonia.com/stories/benefit-corporation-update-patagonia-passes-b-impact-assessment-improves-score-to-116/story-17871.html. “It concerns us that”: Lazonick, Profits Without Prosperity. “Society is demanding”: Larry Fink, “A Sense of Purpose,” Harvard Law School Forum on Corporate Governance, January 17, 2018, https://corpgov.law.harvard.edu/2018/01/17/a-sense-of-purpose/. In the 1970s Chrysler: Susan Holmberg, “Workers on Corporate Boards? Germany’s Had Them for Decades,” New York Times, January 6, 2019, https://www.nytimes.com/2019/01/06/opinion/warren-workers-boards.html. “If you want to maximize”: Deonna Anderson, “Paul Polman: ‘Businesses cannot succeed in societies that fail’,” GreenBiz, July 22, 2020, https://www.greenbiz.com/article/paul-polman-businesses-cannot-succeed-societies-fail.

Unelected Power: The Quest for Legitimacy in Central Banking and the Regulatory State
by Paul Tucker
Published 21 Apr 2018

In the advanced-economy democracies, by contrast, the transition from subordinate agent to independent trustee has typically raised questions of power and its boundaries, sometimes at the cost of welfare. For example, as it sought to make itself tolerably fit for monetary independence, the Bank of England, on its own initiative, dropped its involvement in industrial finance, corporate rescues, corporate governance, some noncore banking services, and all securities settlement services.4 Upon independence, banking supervision and government debt management were transferred elsewhere. In a strikingly un-Humean moment, the history of Britain’s monetary system was set aside in the interest of legitimating the insulation of monetary policy from politicians.

…

Paper presented at European Summer Symposium in Economic Theory, Gerzensee, Switzerland, July 3, 2014. ________. “Fundamental Challenges for Securities Regulation: A Political Economy Crisis in the Making?” Twenty-First SUERF Annual Lecture. In Challenges in Securities Markets Regulation: Investor Protection and Corporate Governance, edited by Pablo Gasós, Ernest Gnan, and Morten Balling. SUERF Study 2015/1. Madrid: SUERF, 2015. ________. “Can Monetary Policy Meet the Needs of Financial Stability? Remembering the FRB alongside the FOMC.” Business Economics 51, no. 2 (2016): 71–75. ________. “The Political Economy of Central Bank Balance-Sheet Management.”

Steve Jobs
by Walter Isaacson
Published 23 Oct 2011

At one point he invited Arthur Levitt, the former SEC chairman, to become a board member. Levitt, who bought his first Macintosh in 1984 and was proudly “addicted” to Apple computers, was thrilled. He was excited to visit Cupertino, where he discussed the role with Jobs. But then Jobs read a speech Levitt had given about corporate governance, which argued that boards should play a strong and independent role, and he telephoned to withdraw the invitation. “Arthur, I don’t think you’d be happy on our board, and I think it best if we not invite you,” Levitt said Jobs told him. “Frankly, I think some of the issues you raised, while appropriate for some companies, really don’t apply to Apple’s culture.”

…

“Apple simply can’t be trusted to tell the truth about its chief executive,” he wrote in late July. “Under Mr. Jobs, Apple has created a culture of secrecy that has served it well in many ways—the speculation over which products Apple will unveil at the annual Macworld conference has been one of the company’s best marketing tools. But that same culture poisons its corporate governance.” As he was writing the column and getting the standard “a private matter” comment from all at Apple, he got an unexpected call from Jobs himself. “This is Steve Jobs,” he began. “You think I’m an arrogant asshole who thinks he’s above the law, and I think you’re a slime bucket who gets most of his facts wrong.”

Merchants of Truth: The Business of News and the Fight for Facts
by Jill Abramson
Published 5 Feb 2019

In only five years the Times’s stock had sunk from a high of $40 to $15, but the dual stock structure gave the Sulzbergers an iron hold. It would take a vote of 6–2 of the family’s Trust to change it. The Times board of directors hired one of the priciest lawyers in New York, the mergers-and-acquisitions legend Martin Lipton of Wachtell, Lipton, Rosen & Katz, to evaluate its dual-share form of corporate governance. Lipton pronounced it healthy. This burst of shareholder activism was a distraction at a time when the challenge to the Times had never been greater. Sulzberger and Robinson were trying to hold on to their 800,000-plus loyal print subscribers when newspapers were losing readership, in large part because people preferred to do their reading on computers.

…

(Eventually, in 2018, they would both move under the ownership of AT&T when it acquired Time Warner in an $85 billion acquisition, one of the biggest media deals ever.) Many media writers were critical of Time Warner as the steward of these important cable holdings, but whatever its weaknesses in corporate governance may have been, they paled next to the sheer chaos that was Vice. Internally the company was a mess. Despite its rapid growth, Vice had never gelled as a real institution. Employees lacked transparent pathways to developing their careers. As a brand, it was more of an aggregation of shows and products that shared a sensibility rather than a mission.

Currency Wars: The Making of the Next Gobal Crisis
by James Rickards
Published 10 Nov 2011

“G-20 Mutual Assessment Process and the Role of the Fund.” Prepared for International Monetary Fund, December 2, 2009. Gertz, Bill. “Financial Terrorism Suspected in 2008 Economic Crash.” Washington Times, February 28, 2011. Gilson, Ronald J., and Curtis J. Milhaupt. “Sovereign Wealth Funds and Corporate Governance: A Minimalist Response to the New Mercantilism.” Social Science Research Network, February 18, 2008, http://ssrn.com/abstract=1095023. Hayek, Friedrich. “The Use of Knowledge in Society.” The American Economic Review 35, no. 4 (September 1945): 519–30. Hetzel, Robert L. “Monetary Policy in the 2008–2009 Recession.”

Fooled by Randomness: The Hidden Role of Chance in Life and in the Markets
by Nassim Nicholas Taleb
Published 1 Jan 2001

I insist that it is not society’s problem but that of the investors. If shareholders are foolish enough to pay someone $200 million to just wear a good-looking suit and ring a bell, as they did with the New York Stock Exchange’s Richard Grasso in 2003, it is their own money they part with, not yours and mine. It is a corporate governance issue. The situation is not much better in a bureaucratic economy. Outside the capitalistic system, presumed talent flows to the governmental positions, where the currency is prestige, power, and social rank. There, too, it is distributed disproportionately. The contributions of civil servants might be even more difficult to judge than those of the executives of a corporation—and the scrutiny is smaller.

Future Files: A Brief History of the Next 50 Years
by Richard Watson
Published 1 Jan 2008

Maybe you can see it as ageing creating vast opportunities in everything from healthcare and wellbeing to transport, leisure, retail and even education. Finally there’s the area of sustainability. I have read various predictions and forecasts claiming that ethics, corporate social responsibility, corporate governance and even spirituality will be key business trends in the future. While I accept that these ideas are becoming more important, I cannot see them competing with sustainability in the broadest sense in terms of being a global driver of change across all industries, sectors and countries. Taking a very long-term view, it is the beginning of the end for non-renewable Conclusions 299 resources; while climate change grabs the headlines, we should also be thinking in terms of everything from topsoil erosion and groundwater to packaging use and transport.

The Upside of Inequality
by Edward Conard
Published 1 Sep 2016

Lopez, Jeffrey Passel, and Molly Rohal, “Modern Immigration Wave Brings 59 Million to U.S., Driving Population Growth and Change Through 2065: Views of Immigration’s Impact on U.S. Society Mixed,” Pew Research Center, September 28, 2015, http://www.pewhispanic.org/files/2015/09/2015-09-28_modern-immigration-wave_REPORT.pdf. 27. Steven N. Kaplan, “Executive Compensation and Corporate Governance in the U.S.: Perceptions, Facts and Challenges,” National Bureau of Economic Research, 2012, http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2134208 28. Ibid. Schloetzer et al., “Departing CEO Age and Tenure.” 29. Lawrence Summers, “The Future of Work in the Age of the Machine: A Hamilton Project Policy Forum,” National Press Club, February 19, 2015, http://www.hamiltonproject.org/events/the_future_of_work_in_the_age_of_the_machine.

Dreaming in Public: Building the Occupy Movement
by Amy Lang and Daniel Lang/levitsky
Published 11 Jun 2012

In observing the ‘Occupy Together’ expansion, we are reminded that the territories of our indigenous nations have been ‘under occupation’ for decades, if not centuries. We remind the occupants of this encampment in Denver that they are on the territories of the Cheyenne, Arapaho and Ute peoples. In the US, indigenous nations were the first targets of corporate/government oppression. The landmark case of Johnson v M’Intosh (1823), which institutionalized the ‘doctrine of discovery’ in US law, and which justified the theft of two billion acres of indigenous territory, established a framework of corrupt political/legal/corporate collusion that continues throughout indigenous America, to the present.

Loneliness: Human Nature and the Need for Social Connection
by John T. Cacioppo
Published 9 Aug 2009

We are transported into intense coordination and synchronization that move at a pace that can be quicker than conscious thought. Through “cognitive sharing” we briefly transcend the boundaries of the self. Coaches, corporate leaders, and motivational speakers are fond of telling us that if we can imagine it, we can achieve it. Co-cognition is one reason why corporations, governments, and other large organizations make enormous efforts to get everyone trying to imagine the same thing, focusing their mental energy on a specific, highly refined “mission statement.” At the other end of the cultural spectrum, the same fundamental idea—reduced to the cliché of “we are all one”—is central to various forms of mysticism.

The Education of Millionaires: It's Not What You Think and It's Not Too Late
by Michael Ellsberg
Published 15 Jan 2011

Instead, run always toward creating real-world results for people who are willing to pay for these results, and you’ll never have to worry about money; it will always be there for you in sufficient supply. Exchanging your cash for bullshit (which is mostly what happens in higher education these days), or exchanging your bullshit for other people’s cash (which is mostly what happens these days in the bloated corporate, government, and nonprofit bureaucracies for which college serves as a job credential and training ground), is never a recipe for long-term financial security. The entrepreneurial mind-set, which involves focusing on outcome rather than output and contribution rather than entitlement, applied in your own ongoing self-education, your own business, or in your place of work, is the recipe

Losing the Signal: The Spectacular Rise and Fall of BlackBerry
by Jacquie McNish and Sean Silcoff
Published 6 Apr 2015

Faced with rebellious investors, RIM’s bosses did not respond with grace or introspection. Their standard defense was to fix bayonets and charge. Balsillie learned about shareholder complaints upon returning from Davos. An early challenger was the Ontario Teachers’ Pension Plan Board, one of Canada’s largest retirement savings reservoirs and a vocal enemy of poor corporate governance. Although the pension fund held a modest amount of stock, one portfolio manager was so alarmed by what he saw at RIM that he contacted a company director about his concerns. Upon learning that a shareholder had gone over his head to a director, Balsillie was furious. “Don’t your people realize how I’m working for shareholders?”

Liar's Poker
by Michael Lewis
Published 1 Jan 1989

The Howie Rubin legend drew into mortgage trading people who planned to leave just as soon as they got their three-million-dollar contracts elsewhere. A whole new attitude toward working at Salomon Brothers was born: Hit and run. And that is how Salomon Brothers, and the mortgage trading desk in particular, became a nursery for the rest of Wall Street. Corporate, government, and mortgage traders streamed out of the place in ever-increasing numbers, to the point where, one day, a senior corporate bond salesman said he was thinking about moving to Merrill Lynch because he knew more people there. The mortgage department was hit the hardest by the phenomenon. From the point of view of other firms, Salomon mortgage traders were cheap at any price.

Reinventing the Bazaar: A Natural History of Markets
by John McMillan
Published 1 Jan 2002

Krugman, Paul. 1996. “The Myth of Asia’s Miracle.” In Pop Internationalism. Cambridge, MIT Press. La Porta, Rafael, Lopez-de-Silanes, Florencio, Shleifer, Andrei, and Vishny, Robert. 1997. “Legal Determinants of External Finance.” Journal of Finance 52, 1131–1149. ————. 2000. “Investor Protection and Corporate Governance.” Journal of Financial Economics 58, 3–27. le Carré, John. 2001. The Constant Gardener. New York, Scribner. Leal, Donald R. 2000. “Homesteading the Commons.” Paper PS-19, Political Economy Research Center, Bozeman, Mont. Levin, Mark, and Satarov, Georgy. 2000. “Corruption and Institutions in Russia.”

The Digital Divide: Arguments for and Against Facebook, Google, Texting, and the Age of Social Netwo Rking
by Mark Bauerlein
Published 7 Sep 2011

In Flexible Bodies, the anthropologist Emily Martin argues that the language of the immune system provides us with metaphors for the self and its boundaries.1 In the past, the immune system was described as a private fortress, a firm, stable wall that protected within from without. Now we talk about the immune system as flexible and permeable. It can only be healthy if adaptable. The new metaphors of health as flexibility apply not only to human mental and physical spheres, but also to the bodies of corporations, governments, and businesses. These institutions function in rapidly changing circumstances; they too are coming to view their fitness in terms of their flexibility. Martin describes the cultural spaces where we learn the new virtues of change over solidity. In addition to advertising, entertainment, and education, her examples include corporate workshops where people learn wilderness, camping, high-wire walking, and zip-line jumping.

Rogue Trader
by Nick Leeson
Published 21 Oct 2015

www.nickleeson.com live@nmp.co.uk Nick provides consultancy, training, advisory and investigation services through his latest venture, Risk Team. Risk Team is a specialist education, advisory and investigation firm which focuses on raising awareness around human behaviour, culture, conduct and corporate governance issues. The team of experienced industry practitioners offer the crucial extension to your own resources that every firm needs. www.riskteam.com nick.leeson@riskteam.com Table of Contents Reviews for Rogue Trader About the Author COPYRIGHT Epigraph Introduction to the 2015 Edition Preface Epigraph PROLOGUE: A Weekend at Kota Kinabalu 1: The Watford Gap: From Watford to Barings 2: Barings Bank 3: Singapore 4: 1993 to the 1994 Internal Audit 5: 1994: The Losses Mount 6: November and December 1994 7: January to 6 February 1995 8: Monday 6 to Friday 17 February 9: Monday 20 to Thursday 23 February 10: Monday 27 February to Thursday 2 March 11: Höchst Prison List of Abbreviations Glossary Illustrations ‘The key questions are: a) how were the massive losses incurred?

Lessons from the Titans: What Companies in the New Economy Can Learn from the Great Industrial Giants to Drive Sustainable Success
by Scott Davis , Carter Copeland and Rob Wertheimer
Published 13 Jul 2020

He also diluted vocal members of the board by keeping an unusually large board, typically around 18 members, while a normal size would be 12 or fewer. For reference, Apple has 8 board members, while Amazon and Google/Alphabet each have 10. A board size of 18 is considered dysfunctional by nearly every corporate governance expert on the planet. The board had little incentive or ability to raise objections. Instead, with the stock price in the doldrums, the board sought different ways to justify executive pay. Immelt’s annual pay often exceeded $20 million, all while shareholders continued to lose from his poorly timed investments and lack of focus on operations.

The Intelligence Trap: Revolutionise Your Thinking and Make Wiser Decisions
by David Robson
Published 7 Mar 2019

This report specifically cites confirmation bias – the kind explored by Stephen Walmsley and Andrew Gilbey as one of the primary sources of the error – and Walmsley and Gilbey cite it as an inspiration for their paper. 42 Walmsley, S. and Gilbey, A. (2016), ‘Cognitive Biases in Visual Pilots’ Weather-Related Decision Making’, Applied Cognitive Psychology, 30(4), 532–43. 43 Levinthal, D. and Rerup, C. (2006), ‘Crossing an Apparent Chasm: Bridging Mindful and Less-Mindful Perspectives on Organizational Learning’, Organization Science, 17(4), 502–13. 44 Kirkpatrick, G. (2009), ‘The Corporate Governance Lessons from the Financial Crisis’, OECD Journal: Financial Market Trends, 2009(1), 61?87. 45 Minton, B. A., Taillard, J. P. and Williamson, R. (2014). Financial Expertise Of the Board, Risk Taking, and Performance: Evidence from Bank Holding Companies. Journal of Financial and Quantitative Analysis, 49(2), 351-380.

Cataloging the World: Paul Otlet and the Birth of the Information Age
by Alex Wright
Published 6 Jun 2014

As the Industrial Revolution unfolded during the latter half of the nineteenth century, organizations of all stripes started to recognize a pressing need to control their intellectual capital. Many of them began to see the potential value in the card catalog as a “universal paper machine” (to borrow scholar Markus Krajewski’s phrase).33 Over time, corporations, government agencies, foundations, and 40 T he L ibraries o f B abel other institutions began to adapt the card catalog for their own uses. It provided a stable mechanism for storing information, interpolating one piece of data against another, and transferring records from one location to another.

Rocket Billionaires: Elon Musk, Jeff Bezos, and the New Space Race
by Tim Fernholz
Published 20 Mar 2018

Meanwhile, he has suffered political attacks from the right because of his willingness to take advantage of government support for new technologies. Some investors see his companies as boondoggles; one hedge fund operator told me that Musk “has created some of the most brilliant schemes to destroy shareholder value in the history of American finance . . . The [2016 merger between Tesla and SolarCity] makes a farce out of corporate governance.” Many in NASA and the space community—especially among the older crowd that grew up with the Apollo program—see him as, at best, a dilettante. At worst, they consider him someone whose misguided ambitions divert precious funding from “real” space exploration, whose company puts the US space program one tragic accident away from a public relations disaster with every risk it takes.

Keeping at It: The Quest for Sound Money and Good Government
by Paul Volcker and Christine Harper
Published 30 Oct 2018

In lengthy testimony with David Tweedie before the Senate Banking Committee in early 2002, I pressed my friends in Congress for legislation that would provide clarity about auditors’ responsibilities and enhance their independence. There was bipartisan disgust at the state of financial reporting and Congress was roused to action. It acted to stiffen requirements for corporate governance and accounting. By mid-2002 the so-called Sarbanes-Oxley Act was passed with a near-unanimous vote. President George W. Bush, signing the bill, called it “the most far-reaching reforms of American business practices since the time of Franklin Delano Roosevelt.” That may be an exaggeration, but it did call attention to the urgent need for a response to what I had called in my congressional testimony “an exploding crisis in a once-noble profession.”

The Cultural Logic of Computation
by David Golumbia
Published 31 Mar 2009

If an unassailable slogan of the computing age is that “computers empower users,” the question I want to raise is not what happens when individuals are empowered in this The Cultural Logic of Computation p4 fashion (a question that has been widely treated in literature of many different sorts), but instead what happens when powerful institutions— corporations, governments, schools—embrace computationalism as a working philosophy. I am convinced that from the perspective of the individual, and maybe even from the perspective of informal social groups, the empowering effects of computerization appear (and may even be) largely salutary. But from the perspective of institutions, computerization has effects that we as citizens and individuals may find far more troubling.

Why I Left Goldman Sachs: A Wall Street Story
by Greg Smith
Published 21 Oct 2012

I see: Corporate-speak for “Go fuck yourself,” as in: “Um, Peter, we’re going to need you to go ahead and come in to the office on Saturday.” “I see.” Illiquid: Very difficult to trade because of lack of buyers and sellers. Trading in and out of illiquid securities can have an outsize impact on the market. Investment banking business: The private side of the investment bank that helps corporations, governments, and individuals raise capital by underwriting the issuance of securities; and also gives companies advice on merging with or acquiring other companies. Also see: IPO IPO (initial public offering): A stock market launch where shares of stock in a company are sold to the general public for the first time, on a securities exchange.

Billion Dollar Loser: The Epic Rise and Spectacular Fall of Adam Neumann and WeWork
by Reeves Wiedeman
Published 19 Oct 2020

Instead, Masa spent much of the event talking with investors and other Vision Fund CEOs about Adam; the consensus was that Masa had no choice but to get rid of him. Masa didn’t mention WeWork in his speech at the conference, but he did remind the companies about the importance of profitability and corporate governance. Acting crazy was no longer enough. Back in New York, Adam was attempting to move on. It was September 18, the day he hoped the company would go public. One employee looked on as Adam spent part of the day in his office, watching clips from the road-show video he had finally filmed a few days before, if weeks too late.

Practical Doomsday: A User's Guide to the End of the World
by Michal Zalewski
Published 11 Jan 2022

The point of labeling such convictions as cronies is not to assert that the underlying belief is incorrect; rather, it’s to say that its primary function is not to help us navigate decisions of immediate consequence. Indeed, crony beliefs routinely deal with topics we have little or no agency over, such as corporate governance or international policy. Whatever the topic, the telltale characteristic of a suspect belief is that on an individual basis, the social consequences of doubting it appear far more severe than the consequences of being objectively wrong. Crony beliefs make it easy to get swept up by compelling narratives of impending disasters when they align with our view of the world.

Shorting the Grid: The Hidden Fragility of Our Electric Grid
by Meredith. Angwin
Published 18 Oct 2020

Maurice Kreis, “NEPOOL wins, transparency and electric ratepayers lose, at the FERC,” InDepthNH.org (website of The New Hampshire Center for Public Interest Journalism), April 11, 2019, http://indepthnh.org/2019/04/11/nepool-wins-transparency-and-electric-ratepayers-lose-at-the-ferc/. 55 “NEPOOL Officers 2019,” New England Power Pool (website), http://nepool.com/NEPOOL_Officers_2019.php. 56 “Board of Directors,” ISO New England (website), https://www.iso-ne.com/about/corporate-governance/board. 57 “Order on Proposed Tariff Revisions,” Federal Energy Regulatory Commission, Docket No. ER15-2208-000, September 11, 2015, https://www.ferc.gov/CalendarFiles/20150911153543-ER15-2208-000.pdf. 58 Gavin Bade, “PJM board sends competing capacity market reforms to FERC,” Utility Dive (website), February 16, 2018, https://www.utilitydive.com/news/pjm-board-sends-competing-capacity-market-reforms-to-ferc/517318/. 59 “ISO New England Inc. and New England Power Pool, Filings of Performance Incentives Market Rule Changes; Docket No.

The Alternative: How to Build a Just Economy
by Nick Romeo
Published 15 Jan 2024

Corporations owned by a foundation versus a trust differ somewhat in structure, but the conceptual core is similar: both enable a company to operate with a long-term legal commitment to clearly specified goals, rather than merely maximizing profits or shareholder value. There’s nothing inherent in the nature of humans or companies that makes contemporary American models of corporate governance and ownership inevitable. More attractive alternatives already exist. Footnote i Some law firms are also helping business owners embrace these new structures. Chris Michael, an attorney in Manhattan who wrote his PhD thesis on the history of employee ownership in America, established his own firm in 2017 dedicated entirely to advising small business owners establishing employee ownership trusts (essentially purpose trusts that do not necessarily last in perpetuity).

Global Catastrophic Risks
by Nick Bostrom and Milan M. Cirkovic
Published 2 Jul 2008

Taylor argues that the distortion is often greatest at the tail end of exceedance probability curves, leading to an underestimation of the risk of extreme events. 12 Global catastrophic risks Taylor also reports on two recent survey studies of perceived risk. One of these, conducted by Swiss Re in 2005 , asked executives of multinationals about which risks to their businesses' financials were of greatest concern to them. Computer-related risk was rated as the highest priority risk, followed by foreign trade, corporate governance, operational/facility, and liability risk. Natural disasters came in seventh place, and terrorism in tenth place. It appears that, as far as financial threats to individual corporations are concerned, global catastrophic risks take the backseat to more direct and narrowly focused business hazards.

…

A recent survey of perceived risk by Swiss Re (see Swiss Re, 2006, based on interviews in late 2005) of global corporate executives across a wide range of industries identified computer-based risk the highest priority risk in all major countries by level of concern and second in priority as an emerging risk. Also, perhaps surprisingly, terrorism came tenth, and even natural disasters only made seventh. However, the bulk of the recognized risks were well within the traditional zones of business discomfort such as corporate governance, regulatory regimes, and accounting rules. The World Economic Forum (WEF) solicits expert opinion from business leaders, economists, and academics to maintain a finger on the pulse of risk and trends. For instance, the 2006 WEF Global Risks report (World Economic Forum, 2006) classified risks by likelihood and severity with the most severe risks being those with losses greater than $ 1 trillion or mortality greater than one million deaths or adverse growth impact greater than 2%.

Were You Born on the Wrong Continent?
by Thomas Geoghegan
Published 20 Sep 2011

We spend far more on college education and we can’t keep up with a Europe, whereas, in Germany, the education system is often a shambles and yet the country prospers. So what does matter? Economists put a premium on education, but what some put an even bigger premium on is the development of skills and problem solving in groups. That’s just a fancy way of saying that the right kind of corporate governance and the right system of labor laws count for more than which country has the highest percentage of people going to college. So I kept telling myself: it’s all about the labor laws. Education doesn’t matter, it doesn’t, it doesn’t. Still, I had to ask about it. But first we had to eat. We went to the ground floor and I kept looking up from the menu to stare at the kids.

Fault Lines: How Hidden Fractures Still Threaten the World Economy
by Raghuram Rajan
Published 24 May 2010

, they neglect to mention that their actions have increased the probability of such an event—to something like one in every ten years, approximately the periodicity with which Citibank has gotten itself into trouble in the past three decades. I describe here how the structure of incentives in the modern financial system leads financiers to take this kind of risk. I next discuss why the corporate governance system did not stop such risk taking, and why various markets, especially markets for bank debt, were also unperturbed. Why Did Bankers Take on Tail Risk? Searching for Alpha To understand the structure of incentives in the financial sector, we have to understand the relationship between risk and return.

Culture works: the political economy of culture
by Richard Maxwell
Published 15 Jan 2001

This association facilitates the behind-the-scenes governing that Civic Progress performs, circumventing the gridlock of the administration and presenting the city with fait accompli programs whose genesis is removed from public view. Despite reservations, even critics admit that Civic Progress has become necessary for the continued sustenance of the Saint Louis status quo. The community is over a barrel, having overextended itself on the security of a corporate governing body whose suspect nature is now subordinate to its much-needed power and influence. Anheuser-Busch continues to be an important member of Civic Progress, exercising its power and interests in the political arena with the de facto authority provided by the city’s dependency on the company’s wholesalers and media channels.

Masters of Doom: How Two Guys Created an Empire and Transformed Pop Culture
by David Kushner
Published 2 Jan 2003

Developed in the fifties, these were the early giants of the computer industry, monolithic machines that were programmed by inserting series of hole-punched cards that fed the code. IBM, which produced both the computers and the punch card ma9 chines, dominated the market, with sales reaching over $7 billion in the 1960s. By the seventies, mainframes and their smaller cousins, the minicomputers, had infiltrated corporations, government offices, and universities. But they were not yet in homes. For this reason, budding computer enthusiasts like Romero trolled university computer labs, where they could have hands-on access to the machines. Late at night, after the professors went home, students gathered to explore, play, and hack.

Utopia Is Creepy: And Other Provocations
by Nicholas Carr
Published 5 Sep 2016

The very idea of privacy is under threat. Most of us view personalization and privacy as desirable things, and we understand that enjoying more of one means giving up some of the other. To have goods, services, and promotions tailored to our circumstances and desires, we need to divulge information about ourselves to corporations, governments, or other outsiders. Such tradeoffs have always been part of our lives as consumers and citizens. But now, thanks to the net, we’re losing our ability to understand and control these tradeoffs—to choose, consciously and with awareness of the consequences, what information about ourselves we disclose and what we don’t.

The Cheating Culture: Why More Americans Are Doing Wrong to Get Ahead
by David Callahan
Published 1 Jan 2004

In one study conducted by economists Robert Frank and Philip Cook, over a third of corporate recruiters indicated that they were focusing more attention on top-rated universities. Elite firms were most likely to be narrowly focused in their recruiting efforts.16 Anecdotal evidence suggests that this discrimination occurs nearly every day at every kind of organization in America. Gatekeepers for the best corporations, government offices, law firms, publishing houses, film production companies, nonprofit organizations, and media outlets all gravitate toward applicants with name-brand degrees. The more general trend of rising income gaps across the workforce has also increased the stakes of education. "Over an adult's working life, high school graduates can expect, on average, to earn $1.2 million," reports the Census Bureau.

The Road to Ruin: The Global Elites' Secret Plan for the Next Financial Crisis
by James Rickards
Published 15 Nov 2016

Behind that bland language is a separate: See “Adequacy of Loss-Absorbing Capacity of Global Systemically Important Banks in Resolution,” Financial Stability Board, November 10, 2014, accessed August 7, 2016, www.fsb.org/2014/11/adequacy-of-loss-absorbing-capacity-of-global-systemically-important-banks-in-resolution/. The report says bank losses: Ibid., 5 (emphasis added). On Wednesday, July 23, 2014, the U.S. Securities and Exchange Commission: See “SEC Adopts Money Market Fund Reforms,” Harvard Law School Forum on Corporate Governance and Financial Regulation, August 16, 2014, accessed August 7, 2016, https://corpgov.law.harvard.edu/2014/08/16/sec-adopts-money-market-fund-reforms/. On December 8, 2014, The Wall Street Journal: See Kirsten Grind, James Sterngold, and Juliet Chung, “Banks Urge Clients to Take Cash Elsewhere,” The Wall Street Journal, December 7, 2014, accessed August 7, 2016, www.wsj.com/articles/banks-urge-big-customers-to-take-cash-elsewhere-or-be-slapped-with-fees-1418003852.

Is the Internet Changing the Way You Think?: The Net's Impact on Our Minds and Future
by John Brockman
Published 18 Jan 2011

I own several such machines right now, including an iPhone that fits in my pocket; all of them access information on the Internet. (Disappointingly, I can’t actually talk to any of them—the science fiction writers were optimistic in this regard.) But the big surprise is that much of this information is not compiled by corporations, governments, or universities. It comes from volunteers. Wikipedia is the best-known example, with millions of articles created by millions of volunteer editors, but there are also popular sites such as Amazon.com and TripAdvisor.com that contain countless unpaid and anonymous reviews. People have wondered whether this information is accurate (answer: mostly yes), but I’m more interested in its very existence.

The Industries of the Future
by Alec Ross
Published 2 Feb 2016

Cyber has grown into such a mission-critical function that every Fortune 500 board chairman now should make sure he or she has a board member with cyberexpertise. A little over ten years ago, it became almost mandatory for every board of directors to have a member with expertise in auditing. In five years, any board of directors without a board member with expertise in cyber will be perceived as a shortcoming of corporate governance. Cyber has also created a new field of confusion and tension for governments and militaries. The weaponization of code is the most significant development in warfare since the weaponization of fissile material and has created a domain of conflict with no widely held norms or rules. TYPES OF CYBERATTACKS The first recorded incident of hacking dates back to 1903, attributed to magician and inventor Nevil Maskelyne.

Conscious Capitalism, With a New Preface by the Authors: Liberating the Heroic Spirit of Business
by John Mackey , Rajendra Sisodia and Bill George
Published 7 Jan 2014

Gallup has also found that in high-performance businesses, the ratio of engaged to “not engaged” team members is 10 to 1. For average companies, the ratio is 1.8 to 1.5 Companies That Are Highly Ethical Since 2007, an organization called Ethisphere has produced an annual list of the world’s most ethical companies. Companies are assessed in seven areas: corporate citizenship and responsibility; corporate governance; innovation that contributes to public well-being; industry leadership; executive leadership and tone from the top; legal, regulatory, and reputation track record; and internal systems and ethics or compliance programs. In 2011, 110 companies were recognized. Collectively, the selected companies have outperformed the S&P 500 every year since the inception of the program in 2007, by an average of 7.3 percent annually.

The Meritocracy Myth
by Stephen J. McNamee
Published 17 Jul 2013

A Note on Other Economic and Political Reforms In addition to the options discussed above as possible ways to decrease inequality in general and create more equitable conditions in society, other reforms in the organization of economic and political institutions themselves might also be considered. Corporations could be reformed in such a way to make them more publically accountable and more socially responsible. This could include changes in corporate governance that foster greater public transparency, accountability, and inclusiveness; more aggressive antitrust enforcement; more scrutiny of foreign investments; more oversight of public health and safety issues and the long-term integrity of the environment; and greater restrictions on risk taking where the public interest or tax dollars are involved.

Predictably Irrational, Revised and Expanded Edition: The Hidden Forces That Shape Our Decisions
by Dan Ariely
Published 19 Feb 2007

THIS DOESN’T MEAN that we shouldn’t try. Why is honesty so important? For one thing, let’s not forget that the United States holds a position of economic power in the world today partly because it is (or at least is perceived to be) one of the world’s most honest nations, in terms of its standards of corporate governance. In 2002, the United States ranked twentieth in the world in terms of integrity, according to one survey (Denmark, Finland, and New Zealand were first; Haiti, Iraq, Myanmar, and Somalia were last, at number 163). On this basis, I would suspect that people doing business with the United States generally feel they can get a fair deal.

The End of Doom: Environmental Renewal in the Twenty-First Century
by Ronald Bailey
Published 20 Jul 2015

Because, the Wingspread conferees asserted, the deployment of modern technologies was spawning “unintended consequences affecting human health and the environment,” and “existing environmental regulations and other decisions, particularly those based on risk assessment, have failed to protect adequately human health and the environment.” As a consequence of these unintended side effects and the supposed regulatory inadequacy, the conferees insisted, “Corporations, government entities, organizations, communities, scientists and other individuals must adopt a precautionary approach to all human endeavors [emphasis added].” Contemplate for a moment this question: Are there any human endeavors of which some timorous person cannot assert that it raises a “threat” of harm to human health or the environment?

Tower of Basel: The Shadowy History of the Secret Bank That Runs the World
by Adam Lebor
Published 28 May 2013

“I could understand that it was an accident of history that the shares happened to be listed, and the bank wanted to buy them back. But the price has to be fair. A squeeze-out deal, which is compulsory, has to have higher standards. The supreme irony is that the BIS has always portrayed itself as promoting proper capital adequacy, transparency, corporate governance, all these good things, which make the world a better place. But when it came to buying back their own shares, why aren’t they holding themselves up to the same standards?”9 Andrew Crockett, the BIS’s general manager from 1994 to 2003, said at the time that he believed the offer was “fair” based on the valuation by J.

A Pelican Introduction Economics: A User's Guide
by Ha-Joon Chang
Published 26 May 2014

.* Organizations as the Real Heroes: The Reality of Economic Decision-making Some economists, most notably Herbert Simon and John Kenneth Galbraith, have looked at the reality, rather than the ideal, of economic decision-making. They found the individualistic vision to have been obsolete at least since the late nineteenth century. Since then, most important economic actions in our economies have been undertaken not by individuals but by large organizations with complex internal decision-making structures – corporations, governments, trade unions and increasingly even international organizations. Corporations, not individuals, are the most important economic decision-makers The most important producers today are large corporations, employing hundreds of thousands, or even millions, of workers in dozens of countries.

Deaths of Despair and the Future of Capitalism
by Anne Case and Angus Deaton
Published 17 Mar 2020

The problem is in part one of technical and financial engineering, of finding ways to reallocate money, and in part a political one, of doing the engineering in a way that buys off the opposition of those who are currently benefiting, while recouping this buy-off over time. The Labour Party minister of health, Nye Bevan, when he opened the British National Health Service in 1946, was asked how he dealt with the doctors’ lobby, which had compared him to a Nazi medical führer. His response was that he succeeded “by stuffing their mouths with gold.”15 Corporate Governance The decline of unions has tipped power away from employees and toward managers and the owners of capital. Although we would like to see a reversal of the decline in unions, or at least a restoration of the services that unions used to provide, we think a rebirth of unions is unlikely or, if it does happen, is likely to be slow.

Flying Blind: The 737 MAX Tragedy and the Fall of Boeing
by Peter Robison
Published 29 Nov 2021

Muilenburg made more: The Boeing CEO’s compensation was detailed in a lawsuit filed by Seafarers Pension Plan against Boeing, Muilenburg, and other top executives in the U.S. District Court for the Northern District of Illinois, 19-cv-08095, December 11, 2019. The group declared: Business Roundtable, “Statement on Corporate Governance,” September 1997, https://www.rivistaianus.it/. “If this continues”: Morgan Radford and Aaron Franco, “Inspectors Warn Unsafe Pork Could Make Its Way to Consumers Under Trump Rule Change,” NBC News, December 16, 2019. “How unlucky”: Author interview with Javier de Luis, November 2019.

The Dealmaker: Lessons From a Life in Private Equity
by Guy Hands
Published 4 Nov 2021

He was apparently very happy with his purchase, and I was told that I had been invited to have a look around and perhaps even take a flight in it. I was not tempted. One way or another, AWAS was a challenge. But our hands-on and down-to-earth approach paid dividends. We made huge operational changes, cut some massive expense accounts and improved corporate governance and best practice. A large number of managers and employees left in the first few months and during our ownership we changed many more. By the time we sold the business, it had gone from being a gun-slinging, entrepreneurial, seat-of-the-pants operation to a professional, well-run, risk-evaluating corporate finance business, which just happened to have aircraft as collateral.

Risk: A User's Guide
by Stanley McChrystal and Anna Butrico
Published 4 Oct 2021

then “sidelined” her: “Not Too Big to Fail: Why Lehman Brothers Had to Go Bankrupt,” Knowledge @ Wharton, September 28, 2018, https://knowledge.wharton.upenn.edu/article/the-good-reasons-why-lehman-failed/. isolating the CRO: Sorkin, Too Big to Fail, 124; Wiggins and Metrick, “Lehman Brothers Bankruptcy B.” board was ill-equipped to understand: Grant Kirkpatrick, “The Corporate Governance Lessons from the Financial Crisis,” OECD Journal: Financial Market Trends, no. 1 (September 2009): 61–87, https://doi.org/10.1787/fmt-v2009-art3-en. made worse by increasing risk-appetite limits: Wiggins and Metrick, “Lehman Brothers Bankruptcy B: Risk Limits and Stress Tests”, 4–10. “core competencies of the firm”: Wiggins and Metrick, “Lehman Brothers Bankruptcy B: Risk Limits and Stress Tests, 4.

Licence to be Bad
by Jonathan Aldred
Published 5 Jun 2019

See https://www.americanprogress.org/events/2012/01/12/17181/the-rise-and-consequences-of-inequality/. 23 Jensen, M., and Murphy, K. (2012), ‘CEO Incentives’, Harvard Business Review, 68 (1990), 138–53, quoted in N. Häring and N. Douglas, Economists and the Powerful (London: Anthem Press), 109. 24 Jensen, M., Murphy, K., and Wruck, E. (2004), ‘Remuneration’, European Corporate Governance Institute Working Paper. 25 Ibid. 26 Holmström, Bengt (2017), ‘Pay for Performance and Beyond’, American Economic Review, 107/7, 1753–77, 1774. 27 Baker, Dean, The Savings from an Efficient Medicare Prescription Drug Plan, Washington DC, Centre for Economic and Policy Research, January 2006. 28 Hacker and Pierson, 192. 29 Solt, F. (2008), ‘Economic Inequality and Democratic Political Engagement’, American Journal of Political Science, 52/1 (2008), 48–60. 30 Atkinson, 180–83, shows the correlations, although stresses that causation is hard to infer from cross-country comparisons over long time periods. 31 Frank provides a convenient table of top income tax rates in thirty mostly rich countries in 1979, 1990 and 2002.

Don't Be Evil: How Big Tech Betrayed Its Founding Principles--And All of US
by Rana Foroohar
Published 5 Nov 2019

“This is what has people so agitated about Uber,” says John Battelle, who helped launch Wired magazine and now runs a conference and events business called NewCo. “It’s not a tech story, it’s a social story—it’s about how we are going to adapt to new possibilities. It’s about what the social compact between corporations, government, and society is going to be.” This is a problem that affects not just sharing-economy companies and their workers, but a host of others, on- and offline, that use technology to monitor and control labor in ever more invasive ways. Amazon is well-known for its atrocious treatment of workers in its warehouses, which were included on the National Council for Occupational Safety and Health’s list of most dangerous places to work in the United States in 2018.

Capitalism, Alone: The Future of the System That Rules the World
by Branko Milanovic
Published 23 Sep 2019

CEPR Discussion Paper No. 12614, Centre for Economic Policy Research, London, January. https://cepr.org/active/publications/discussion_papers/dp.php?dpno=12614#. Berdyaev, Nikolai. 2006. The Meaning of History. New Brunswick, NJ: Transaction. Black, Bernard, Reinier Kraakman, and Anna Tarassova. 2000. “Russian Privatization and Corporate Governance: What Went Wrong?” Stanford Law School John M. Olin Program in Law and Economics Working Paper No. 178. Published 2000 in Stanford Law Review 52(6): 1731–1808. Bonica, Adam, Nolan McCarty, Keith T. Poole, and Howard Rosenthal. 2013. “Why Hasn’t Democracy Slowed Rising Inequality?” Journal of Economic Perspectives 27(3): 103–123.

Woke, Inc: Inside Corporate America's Social Justice Scam
by Vivek Ramaswamy
Published 16 Aug 2021

I’ll show you how foreign dictators use the moral stature of woke corporations to whitewash their own oppression and also to damage the moral standing of the United States on the global stage. IN JANUARY 2020, Silicon Valley darling Airbnb shocked the business world when it announced that it would make decisions based on “stakeholders,” not just shareholders, when it comes to its corporate governance. Among other things, the company planned to hold a “Stakeholder Day” as an alternative to the conventional annual shareholder one. CEO Brian Chesky committed to changing the company’s compensation program, with factors important to “stakeholders” taken into account when bonuses are calculated.

Why Startups Fail: A New Roadmap for Entrepreneurial Success
by Tom Eisenmann
Published 29 Mar 2021

Hence, it rejects the popular notion that every small business is an entrepreneurial venture. After all, once they have matured, many small companies continue to offer only the “same old, same old”—and they have enough talent and capital on hand to do so. Conversely, this definition allows for the possibility of entrepreneurship within big corporations, government agencies, and nonprofit organizations. For instance, it would classify Amazon’s Kindle as an entrepreneurial venture, but not Google Drive. When the Kindle launched, the market for eBook readers was nascent, and Amazon had never before designed or manufactured physical products, so it needed a range of new resources and capabilities.

Number Go Up: Inside Crypto's Wild Rise and Staggering Fall
by Zeke Faux
Published 11 Sep 2023

Talking in detail to journalists about what was certain to be the subject of extensive litigation seemed like an unusual strategy, but it made sense: The press helped him create his only-honest-man-in-crypto image, so why not use them to talk his way out of trouble? He didn’t say so, but one reason he might have been willing to speak with me was that I was one of the reporters who helped build him up. After my trip to FTX’s offices in February, I flew past the bright red flags at his company—its lack of corporate governance, the ties to his hedge fund, its profligate spending on marketing, the fact that it operated largely outside U.S. jurisdiction. I wrote a story focused on whether Bankman-Fried would follow through on his plans to donate huge sums to charity. It wasn’t the most embarrassingly puffy of the many puff pieces that came out about him.

You've Been Played: How Corporations, Governments, and Schools Use Games to Control Us All
by Adrian Hon
Published 14 Sep 2022

To find out more, go to www.hachettespeakersbureau.com or call (866) 376-6591. The publisher is not responsible for websites (or their content) that are not owned by the publisher. Library of Congress Cataloging-in-Publication Data Names: Hon, Adrian, author. Title: You’ve been played : how corporations, governments, and schools use games to control us all / Adrian Hon. Description: New York : Basic Books, [2022] | Includes bibliographical references and index. | Identifiers: LCCN 2021059463 | ISBN 9781541600171 (hardcover) | ISBN 9781541600195 (epub) Subjects: LCSH: Social control. | Social engineering. | Control (Psychology) | Gamification.

Servants of the Damned: Giant Law Firms and the Corruption of Justice
by David Enrich
Published 5 Oct 2022

At the University of Michigan School of Law (Orr’s alma mater), a group of students pledged not to interview at Jones Day. A Stanford Law professor and leading legal ethicist said she would warn students about working for the firm. In Texas, Lizanne Thomas, the partner in charge of the southeastern region for Jones Day and the head of its corporate governance practice, received emails from partners complaining that their firm was demeaning itself. (Thomas told me that she had “always been comfortable with our firm’s principled stand in representing unpopular or controversial clients.”) The general counsel of a company in Texas wrote to his point of contact at Jones Day that he was deeply disappointed in the firm.

The Irrational Bundle
by Dan Ariely
Published 3 Apr 2013

THIS DOESN’T MEAN that we shouldn’t try. Why is honesty so important? For one thing, let’s not forget that the United States holds a position of economic power in the world today partly because it is (or at least is perceived to be) one of the world’s most honest nations, in terms of its standards of corporate governance. In 2002, the United States ranked twentieth in the world in terms of integrity, according to one survey (Denmark, Finland, and New Zealand were first; Haiti, Iraq, Myanmar, and Somalia were last, at number 163). On this basis, I would suspect that people doing business with the United States generally feel they can get a fair deal.

…

Nancy [Pelosi] said she wanted to include the second “stimulus” package that the Bush Administration and congressional Republicans have blocked. I don’t want to trade a $700 billion dollar giveaway to the most unsympathetic human beings on the planet for a few fucking bridges. I want reforms of the industry, and I want it to be as punitive as possible. Henry Waxman has suggested corporate government reforms, including CEO compensation, as the price for this. Some members have publicly suggested allowing modification of mortgages in bankruptcy, and the House Judiciary Committee staff is also very interested in that. That’s a real possibility. We may strip out all the gives to industry in the predatory mortgage lending bill that the House passed last November, which hasn’t budged in the Senate, and include that in the bill.

Crashed: How a Decade of Financial Crises Changed the World
by Adam Tooze
Published 31 Jul 2018

The Republicans would have voted en bloc against nationalization, and without bipartisan cover the Democrats could not take the risk.45 Already in the spring of 2008 the Treasury team thus decided that asset purchases were the path of least resistance. Buying debts did not involve ownership of banks. It did not raise issues of control or corporate governance. It could all be done through “the market.” An auction mechanism could be used to determine the price. It was also, admittedly, slow moving and expensive: $700 billion would cover barely more than half the outstanding subprime securitization. It wasn’t the perfect solution. But after Lehman, AIG and WaMu, the Treasury and the Fed were desperate.

…

Shin, “Liquidity and Lleverage,” Journal of Financial Intermediation 19 (2010), 418–437. 34. D. MacKenzie, An Engine, Not a Camera: How Financial Models Shape Markets (Cambridge, MA: MIT Press, 2006), 211–242. 35. G. F. Davis and M. S. Mizruchi, “The Money Center Cannot Hold: Commercial Banks in the US System of Corporate Governance,” Administrative Science Quarterly 44 (June 1999), 215–239. 36. The following is based on Goldstein and Fligstein, “The Transformation of Mortgage Finance.” 37. K. Grind, The Lost Bank: The Story of Washington Mutual—the Biggest Bank Failure in American History (New York: Simon & Schuster, 2012). 38.

How the World Works
by Noam Chomsky , Arthur Naiman and David Barsamian
Published 13 Sep 2011

Not surprisingly, the picture of the world presented reflects the narrow and biased interests and values of the sellers, the buyers and the product. Other factors reinforce the same distortion. The cultural managers (editors, leading columnists, etc.) share class interests and associations with state and business managers and other privileged sectors. There is, in fact, a regular flow of high-level people among corporations, government and media. Access to state authorities is important to maintain a competitive position; “leaks,” for example, are often fabrications and deceit produced by the authorities with the cooperation of the media, who pretend they don’t know. In return, state authorities demand cooperation and submissiveness.

The Four Pillars of Investing: Lessons for Building a Winning Portfolio
by William J. Bernstein
Published 26 Apr 2002

Most experts recommend keeping your bond maturities short—certainly less than ten years, and preferably less than five. From now on, when we talk about “stocks and bonds,” what we mean by the latter is any debt security with a maturity of less than five to ten years—T-bills and notes, money market funds, CDs, and short-term corporate, government agency, and municipal bonds. For the purposes of this book, when we use the term “bonds” we are intentionally excluding long-term treasuries and corporate bonds, as these do not have an acceptable return/risk profile. I’ll admit that this is a bit confusing. A more accurate designation would be “stocks and relatively short-term fixed-income instruments,” but this wording is unwieldy.

Confidence Game: How a Hedge Fund Manager Called Wall Street's Bluff
by Christine S. Richard
Published 26 Apr 2010

Decision and order of the Supreme Court, Appellate Division, First Department, George Kimeldorf v. First Union Real Estate Equity and Mortgage Investment, Sept. 4, 2003. William Ackman, broadcast e-mail, “A Lesson in Probability,” Sept. 25, 2003. U.S. Government Accountability Office, “Farmer Mac: Some Progress Made, but Greater Attention to Risk Management, Mission, and Corporate Governance Is Needed” (GAO-04-116), Oct. 16, 2003. Christine Richard, “Reinsurance Probe Reaches Out to MBIA—Government Subpoenas Focus on 1998 Transaction Linked with a Bankruptcy,” Wall Street Journal, Dec. 24, 2004, p. C3. William Ackman, letter to Steven Walker and Walton Kinsey at the Securities and Exchange Commission, Jan. 9, 2004.

The Global Citizen: A Guide to Creating an International Life and Career
by Elizabeth Kruempelmann
Published 14 Jul 2002

Listings include academic-year or short-term study-abroad programs that accept students, graduates, and teachers as well as human resources professionals, economists, artists, journalists, scientists, and other professionals. LEARNING ABROAD: ENGAGING YOUR MIND 129 IIE administers Fulbright fellowships for U.S. and international students and scholars and over 250 programs on behalf of sponsors including the U.S. Department of State, the U.S. Agency for International Development, foundations, corporations, government agencies, international organizations, and development assistance agencies in the United States and abroad. Projects are available in areas such as business, trade, communication, education, health, languages, teaching, science and technology, educational testing, and corporate recruitment tools.

How Will Capitalism End?
by Wolfgang Streeck
Published 8 Nov 2016

The idea of a constitutional convention entering the European stage at the last minute as a democratizing and thereby crisis-resolving deus ex machina is a pipe dream, and a dangerous one to boot – dangerous because it diverts attention and energy from much more urgent work to be done.19 Europe, the really existing Europe after two hundred years of nation-building, is far too heterogeneous for a meaningful common constitution; not only does it lack a demos but its demoi are too different to fit into one encompassing democratic polity. Abraham Lincoln’s famous dictum on the United States before the Civil War, ‘A house divided cannot stand’, would apply also and a fortiori to a European demoicracy, given the wide variety of labour market practices, corporate governance regimes and state traditions, not least with respect to monetary and fiscal policies, that have evolved in centuries of Klassenkämpfe in European nation states – the manifold settlements that have been fought for and negotiated and subsequently became engrained in a wide variety of nationally specific interfaces between modern capitalism and modern society.20 The disaster of the first attempt to produce a ‘European Constitution’ was far from an accident.

The Power of Habit: Why We Do What We Do in Life and Business
by Charles Duhigg
Published 1 Jan 2011

In 2004, the Target Baby Direct Mail Program drove sizable increases in trips and sales.”7.26 Whether selling a new song, a new food, or a new crib, the lesson is the same: If you dress a new something in old habits, it’s easier for the public to accept it. IV. The usefulness of this lesson isn’t limited to large corporations, government agencies, or radio companies hoping to manipulate our tastes. These same insights can be used to change how we live. In 2000, for instance, two statisticians were hired by the YMCA—one of the nation’s largest nonprofit organizations—to use the powers of data-driven fortune-telling to make the world a healthier place.

The Boom: How Fracking Ignited the American Energy Revolution and Changed the World
by Russell Gold
Published 7 Apr 2014

If anyone should have been keeping an eye on McClendon’s complex web of loans and finances, it was Hargis and Davidson. Grigsby read the tallies without a trace of emotion. Davidson had received support from only 27 percent of votes cast. Hargis had done slightly worse: 26 percent. The vote of no confidence was historic. A group that tracks corporate governance said that Hargis’s 26 percent was the lowest level of support for a board member of any of the five hundred largest public American companies in at least five years—and probably longer. Under the topsy-turvy rules of corporate democracy, it was enough to be reelected. But both men turned in their resignations anyway.

Smarter Than You Think: How Technology Is Changing Our Minds for the Better
by Clive Thompson
Published 11 Sep 2013

If you tweak one element in that square-spiral program, making the angle ninety-five degrees instead of ninety, surprise: The squares will shift slightly, producing a new creation, looking like a spiral galaxy. And ninety-seven degrees looks different, too. This idea—that very small alterations can produce wildly different results—is something that many adults often fail to grasp, leading to massive failures in corporations, governments, teams, and families: The people at the top think that making a little change won’t make much difference, but that little change spirals out of control. “Our culture,” Papert wrote, “is relatively poor in models of systematic procedures.” The turtle let the students think about math, and the world around them, as a series of systems: This is computational thinking.

Black Box Thinking: Why Most People Never Learn From Their Mistakes--But Some Do
by Matthew Syed
Published 3 Nov 2015

The trials revealed that financial incentives don’t work. Time limits don’t work. The only thing that worked? Mandatory work requirements. This paved the way for Bill Clinton’s highly successful workfare program, secured with the backing of a Republican Congress. V Marginal gains may seem like an approach that only big corporations, governments, and sports franchises can hope to adopt. After all, running controlled experiments requires expertise and, often, sizable budgets. But a willingness to test assumptions is ultimately about a mindset. It is about intellectual honesty and a readiness to learn when one fails. Seen in this way, it is relevant to any business; in fact to almost any problem.

The Blockchain Alternative: Rethinking Macroeconomic Policy and Economic Theory
by Kariappa Bheemaiah
Published 26 Feb 2017

Card, Handbook of Labor Economics (pp. 1463-1555). North Holland. Maarten Goos, A. M. (2014). Explaining Job Polarization: Routine-Biased Technological Change and Offshoring. American Economic Review, Vol 104, No.8 , 2509-26. Marinoni, A. C. (2015). Regulation and Fraud - A critical assessment of accounting information, corporate governance and complex systems of business control. In N. F. Patrick O'Sullivan, The Philosophy, Politics and Economics of Finance in the 21st Century: From Hubris to Disgrace (Economics as Social Theory) (pp. 332 - 343). Routledge. Meiklejohn, G. D. (2015). Centrally Banked Cryptocurrencies. arXiv.org - arXiv:1505.06895v2.

The Geography of Nowhere: The Rise and Decline of America's Man-Made Landscape
by James Howard Kunstler
Published 31 May 1993

We'll have to give up our fetish for extreme individualism and rediscover public life. In doing so, we will surely rediscover public manners and some notion of the common good. We will have to tell some people, in some instances, " what they can and cannot do with their land. We will have to downscale our gigantic enterprises and institutions­ corporations, governments, banks, schools, hospitals, markets, farms­ and learn to live locally, hence responsibly. We will have to drive less and create decent public transportation that people want to use. We will have to produce less garbage (including pollution) and consume less fossil fuel. We will have to reacquire the lost art of civic planning and redesign our rules for building.

The Fifth Domain: Defending Our Country, Our Companies, and Ourselves in the Age of Cyber Threats
by Richard A. Clarke and Robert K. Knake
Published 15 Jul 2019

—ANONYMOUS Thank you for your thoughts on defending the Pentagon in a cyber war, but what about me?” the young woman in the audience asked us. “How do I defend me?” At every lecture, every book signing, every extended family dinner gathering, someone will ask that practical question. Now that we’ve dealt with what corporations, governments, and the military should do, let’s talk about what you should be doing to protect yourself. What Do You Value? Just as we do when we are consulting for big corporations, we begin by asking you the question we ask the CEOs: What is important to you? The answer is not always obvious.

Dark Towers: Deutsche Bank, Donald Trump, and an Epic Trail of Destruction
by David Enrich
Published 18 Feb 2020

He moved into a luxurious apartment in an affluent Frankfurt neighborhood, a gold nameplate engraved with the letter J the only hint of its occupant. He was now more than an individual; he was the face of an institution. This metamorphosis had not occurred organically. He’d studied a book on German corporate governance. He had embarked on a campaign-style listening tour all over Germany. The bank’s top executives each had been paired with a leadership coach who served as a personal counselor, and Jain’s coach worked on teaching him the subtle art of carrying himself like a chief executive. (Some executives suspected that the coaches were acting as spies, reporting their secrets back to Anshu.)

Moneyland: Why Thieves and Crooks Now Rule the World and How to Take It Back
by Oliver Bullough
Published 5 Sep 2018

The White House insisted the position was a private matter for Hunter Biden, and unrelated to his father’s job, but that is not how anyone I spoke to in Ukraine interpreted it. Hunter Biden is an undistinguished corporate lawyer with no previous Ukraine experience. Why then would a Ukrainian tycoon hire him? Hunter Biden failed to reply to questions I sent him, but he told the Wall Street Journal in December 2015 that he had joined Burisma ‘to strengthen corporate governance and transparency at a company working to advance energy security’. That was not an explanation that many people found reassuring. The Washington Post was particularly damning: ‘The appointment of the vice president’s son to a Ukrainian oil board looks nepotistic at best, nefarious at worst,’ it wrote, shortly after Hunter Biden’s appointment.

The Costs of Connection: How Data Is Colonizing Human Life and Appropriating It for Capitalism
by Nick Couldry and Ulises A. Mejias
Published 19 Aug 2019

This was the deeper meaning of Edward Snowden’s revelations of US and UK security services’ data-gathering in 2013. Suddenly, citizens became aware that today’s pervasive state surveillance would be impossible without the continuous social-caching operations of commercial corporations.14 Since then, fears of a new “corporate governance of everyday life” have been growing.15 But other fears have started to overtake them, including the “fake news” scandals that have gripped politics since late 2016 in the United States, United Kingdom, and elsewhere. There are also fears that, because of polarizing forces online, “social media is ripping society apart”;16 fears from other commentators of a social dystopia driven by platforms’ search for advertising income;17 and, finally, the fear that the targeting of news via social media platforms represents “the most lethal political weapon ever invented.”18 Calls for the regulation of social media platforms and other information technology giants are becoming familiar.19 But none of these highly charged debates answers the underlying question on which this book will focus: should human beings in the twenty-first century accept a world in which their lives are unceasingly appropriated through data for capitalism?

Money Men: A Hot Startup, a Billion Dollar Fraud, a Fight for the Truth
by Dan McCrum
Published 15 Jun 2022

Reform of the institution is under way, after several staff were found to have personally traded in Wirecard stock. One was under investigation for insider trading related to trades made shortly before Wirecard’s failure. An additional reform enacted in July 2021 changed the structure of German corporate governance by giving supervisory board members the ability to request information direct from divisional business heads, rather than relying on the management board. Ernst & Young faced an avalanche of litigation relating to its audits of Wirecard. The head of EY Germany, Hubert Barth, stepped down in February 2021.

Hacking Capitalism
by Söderberg, Johan; Söderberg, Johan;

And the closeness of Silicon Valley makes an imprint on hackers on the American west coast. In other words, the hacker community is extremely heterogeneous and is better thought of as a ‘movement of movements’, in the same way as the Internet is sometimes referred to as a ‘network of networks’. Contacts with corporations, governments, and the general public are conducted through the many organisations within the hacker community. Additionally, the self-image of the hacker community is constantly being negotiated in these forums. By presenting and interpreting hackers in one or another way the organisations, ventures, discussion groups etc. seek to influence the direction of the hacker movement.

The Ransomware Hunting Team: A Band of Misfits' Improbable Crusade to Save the World From Cybercrime
by Renee Dudley and Daniel Golden
Published 24 Oct 2022

Especially once ransom demands ballooned, many developers required profit-sharing agreements that gave them a cut of each payment plus control of cryptocurrency wallets where victims sent money. Eventually, the affiliate application process became competitive. The most ambitious gangs began to prefer affiliates with the expertise to get their ransomware inside large corporate, government, education, and healthcare targets that had much deeper pockets than home users. In job ads, prospective “employers” outlined specific qualifications, such as proficiency in Cobalt Strike, a legitimate tool, co-opted by hackers, that is used to identify system vulnerabilities. They also sought affiliates with experience in cloud backup systems; if they could encrypt businesses’ backups, they would eliminate the option of restoring files without paying a ransom.

The Coming Wave: Technology, Power, and the Twenty-First Century's Greatest Dilemma
by Mustafa Suleyman
Published 4 Sep 2023

How these entities are governed, how they will rub against, capture, and reengineer the state, is an open question. That they will challenge it seems certain. But the consequences of greater concentrations of power don’t end with corporations. SURVEILLANCE: ROCKET FUEL FOR AUTHORITARIANISM When compared with superstar corporations, governments appear slow, bloated, and out of touch. It’s tempting to dismiss them as headed for the trash can of history. However, another inevitable reaction of nation-states will be to use the tools of the coming wave to tighten their grip on power, taking full advantage to entrench their dominance.

American Foundations: An Investigative History
by Mark Dowie
Published 3 Oct 2009

Thoughtful shareholder advocacy, as opposed to the fast-buck interventions of a Michael Price (see "Managing the Money Managers") builds long-term shareholder value. Despite its rarity in the philanthropic world, shareholder activism has become common practice among huge, bottom line-oriented institutional investors like CALPERS and other state employee retirement plans, although they are still more likely to petition over matters of corporate governance than social issues. According to the Social Investment Forum, investors held $542 billion in assets supportive of shareholder-advocacy initiatives in 1997. Intentionally or not, most foundations have hitched a free ride on what the Wall Street journal recently termed "a surge in shareholder activism [that] appears to have spurred remarkable performance in many stocks and contributed to the overall market's gains."

Our Enemies Will Vanish: The Russian Invasion and Ukraine's War of Independence
by Yaroslav Trofimov
Published 9 Jan 2024

You can’t relax when you are at war,” Kozhemiako said, after scolding one of his men for taking off his helmet. An amateur pianist who spoke in short sentences peppered with curses, Kozhemiako admitted that he had little tolerance for the regular army’s ways. “We have a joke that the Russians will never understand the corporate governance of our army because we ourselves don’t understand it,” he said. “My business is built in a Western way. The company is smaller, and decisions are made quickly by one man.” Many of his company’s properties—grain elevators, warehouses, land—were located in parts of the Kharkiv region occupied by Russia.

The Wrecking Crew: How Conservatives Rule
by Thomas Frank
Published 5 Aug 2008

“A vital blow”: This was one of Hofstadter’s criticisms of the Goldwater movement in 1964. See David S. Brown, Richard Hofstadter: An Intellectual Biography (Chicago: University of Chicago Press, 2006), pp. 152, 157. Afterword: Götterdämmerung 1. William Black, “Reexamining the Law-and-Economics Theory of Corporate Governance,” Challenge, March–April 2003. 2. Frank Partnoy, Infectious Greed: How Deceit and Risk Corrupted the Financial Markets (New York: Henry Holt, 2003), p. 295. 3. At Washington Mutual, the bank that became most famous for openhanded lending, incentives lined the road to hell, with realtors receiving fees from the bank for bringing in clients, with the shakiest loans bringing mortgage brokers the most lucrative commissions, and with the CEO raking in $88 million from 2001 to 2007, before the outrageous risks of the scheme cratered the entire enterprise.

Coming Apart: The State of White America, 1960-2010
by Charles Murray
Published 1 Jan 2012

People who hold this view labeled the 1980s “The Decade of Greed,” with Mike Milken as the exemplar of the villain. Then in the early 2000s came a series of spectacular cases of corporate malfeasance, most conspicuously at Enron, Tyco, and WorldCom, and they prompted the Sarbanes-Oxley Act of 2002, intended to tighten corporate governance. The most damning evidence of systemic wrongdoing has come out of Wall Street in the aftermath of the financial meltdown of 2008. Describing Inside Job, a documentary film about the behaviors on Wall Street leading up to the crisis, the New York Times’ Joe Nocera writes, Here is Wall Street actively encouraging subprime lenders to lower their already low standards—and then buying those loans knowing they are likely to default, but not caring.

Plutocrats: The Rise of the New Global Super-Rich and the Fall of Everyone Else
by Chrystia Freeland
Published 11 Oct 2012

Their compensation, to be sure, is determined by the board of directors, but, particularly in the United States, the chairman of the board is often the CEO. “In the U.S., you can more or less do whatever you want, without having the support of the owners,” Mats Andersson, the chief executive officer of the Fourth Swedish National Pension Fund and critic of corporate governance in the United States, told me after speaking at a conference on the issue convened in Washington by the Securities and Exchange Commission. “Because of the composition of the boards in Sweden, the company’s big decisions all have to be based on the mandate or the support of the owners. “Who is actually responsible for executive remuneration in U.S. companies?”

Hacker, Hoaxer, Whistleblower, Spy: The Story of Anonymous
by Gabriella Coleman
Published 4 Nov 2014

Of course, they couldn’t help but go out in style, and so on June 25 they did a final mega-release, including the text of an internal AOL networking manual, half a gigabyte of AT&T internal data, and the emails, usernames, and encrypted passwords of users of sites ranging from Hackforums.net to NATO’s online book shop. Even more interesting than the data itself—at least from the perspective of trickery and myth-making—was LulzSec’s final statement, again drafted by Topiary: For the past 50 days we’ve been disrupting and exposing corporations, governments, often the general population itself, and quite possibly everything in between, just because we could. All to selflessly entertain others—vanity, fame, recognition, all of these things are shadowed by our desire for that which we all love. The raw, uninterrupted, chaotic thrill of entertainment and anarchy.

Panderer to Power
by Frederick Sheehan
Published 21 Oct 2009

Greenspan was by no means the only celebrity without regrets. On August 1, Glassman and Hassett asserted their credentials: “When our book, ‘Dow 36,000,’ was published in September, 1999, the Dow Jones Industrial Average stood at 10,318. The Dow closed yesterday at 8,736. What went wrong? Actually, nothing.”4 3Alan Greenspan, “Corporate Governance,” speech at the Stern School of Business, New York University, New York, March 26, 2002. Speech Number Two Each year, the Kansas City branch of the Federal Reserve System holds a late-summer symposium in Jackson Hole, Wyoming. The discussions are meant to be more reflective than immediate.

A Game as Old as Empire: The Secret World of Economic Hit Men and the Web of Global Corruption
by Steven Hiatt; John Perkins
Published 1 Jan 2006

Corporate interests trump all others. There is no balance, no debate; in effect (if not in fact), just one group of actors decides the outcome. Their policies simultaneously enrich corporations and increase their political influence, virtually erasing the democratic process and producing the hybrid corporate-government epitomized by the Bush administration. Increased corporate political influence translates directly into influence over government regulation—or lack of regulation—as in the case of offshore tax havens, the catastrophic lending strategies of the world’s largest banks, and the economic pillaging facilitated by export credit agencies.

The Future of Technology
by Tom Standage
Published 31 Aug 2005

This calculation depends in large part on the ability of America’s economy to create new jobs for displaced workers. America’s labour market is a miracle of flexibility: it creates and destroys nearly 30m jobs a year. However, in countries such as Germany, France and Japan a combination of social legislation, stronger trade unions, regulations and corporate-governance arrangements make employment practices more rigid and sometimes keep wages higher than they would otherwise be. This reduces demand for labour and pushes unemployment higher. According to McKinsey, in Germany, the re-employment rate for it and service workers displaced by sourcing from low-cost countries may be only 40%.

Hot: Living Through the Next Fifty Years on Earth
by Mark Hertsgaard
Published 15 Jan 2011

The assumption that burning less oil and coal will mean higher prices, fewer jobs, and lower living standards has long been the heart of the argument against cutting greenhouse gas emissions, endlessly repeated in Washington, Copenhagen, and beyond. But it is a myth, says Lovins, an Oxford-trained physicist with a walrus mustache who has collaborated with scores of corporations, governments, and institutions around the world, including the U.S. military, over the years. Lovins argues not from economic theory but real-world experience. Writing shortly after the Copenhagen climate summit, he noted that "many business leaders understand ... that energy efficiency is one of the highest-return and lowest-risk investments in the whole economy.

Samuelson Friedman: The Battle Over the Free Market
by Nicholas Wapshott
Published 2 Aug 2021

“The legacy that Bush leaves us with is terrible because people today confuse his giveaways to the rich with tax reductions that can have a meaningful effect on economic growth,”27 he said. The supply-side logic behind the tax cuts, to inspire entrepreneurs to work harder, was a myth. “Giving tax cuts to the Fortune 500 companies and their shamelessly overpaid executives is not going to make them suddenly dynamic,”28 he said. He continued: The system of corporate governance that has allowed CEOs to earn 400 times the median wage of their employees—two decades ago it used to be 40—has undermined any case for tax cuts to the upper brackets. Corporate pay based on quarterly earnings instead of long-term growth, combined with golden parachutes even if executives fail, undermines productivity.

The Lords of Easy Money: How the Federal Reserve Broke the American Economy
by Christopher Leonard
Published 11 Jan 2022

The Fed was supposed to be an ideal institution for long-term thinking because it was insulated from voters and elections. But Hoenig didn’t believe that long-term thinking dominated the decisions of 2010 or beyond. “The short run was the focal point,” he said. This wasn’t just a problem that afflicted central bankers. It seemed to increasingly dominate the thinking of corporations, government institutions, and the concerns of average citizens. “Everyone had a short-term need that makes the long term impossible to look to,” Hoenig said. This mattered a lot, because long-term thinking would be indispensable to confronting America’s economic problems in 2021. The financial crash that happened in the spring of 2020 was smothered so rapidly, by so much new money from the Fed, that most people didn’t know it had happened.

Click Here to Kill Everybody: Security and Survival in a Hyper-Connected World
by Bruce Schneier
Published 3 Sep 2018

Under GDPR it would be $420M,” Digital Guardian, https://digitalguardian.com/blog/hilton-was-fined-700k-data-breach-under-gdpr-it-would-be-420m. 186“The EU is already the world’s”: Eireann Leverett, Richard Clayton, and Ross Anderson (6 Jun 2017), “Standardization and certification of the ‘Internet of Things,’” Institute for Consumer Policy, https://www.conpolicy.de/en/news-detail/standardization-and-certification-of-the-internet-of-things. 186If European regulations force minimum: In this way, software is similar to textbooks in the US market, where a few states effectively control what is available nationally because of their very onerous demands. 186In April 2018, Facebook announced: Cyrus Farivar (4 Apr 2018), “CEO says Facebook will impose new privacy rules ‘everywhere,’” Ars Technica, https://arstechnica.com/tech-policy/2018/04/ceo-says-facebook-will-impose-new-eu-privacy-rules-everywhere. 186Singapore has the Personal Data Protection Act: Kennedy’s Law LLP (20 Apr 2016), “Personal data privacy principles in Asia Pacific,” http://www.kennedyslaw.com/dataprivacyapacguide2016. 186In 2017, India’s Supreme Court: Wire Staff (24 Aug 2017), “Right to privacy a fundamental right, says Supreme Court in unanimous verdict,” Wire, https://thewire.in/170303/supreme-court-aadhaar-right-to-privacy. 187Singapore passed a new Cybersecurity Act: Bryan Tan (9 Feb 2018), “Singapore finalises new Cybersecurity Act,” Out-Law, https://www.out-law.com/en/articles/2018/february/singapore-finalises-new-cybersecurity-act. 187New Israeli security regulations: Omer Tene (22 Mar 2017), “Israel enacts landmark data security notification regulations,” Privacy Tracker, https://iapp.org/news/a/israel-enacts-landmark-data-security-notification-regulations. 187In 2016, New York fined Trump Hotels: Steve Eder (24 Sep 2016), “Donald Trump’s hotel chain to pay penalty over data breaches,” New York Times, https://www.nytimes.com/2016/09/25/us/politics/trump-hotel-data.html. 187California investigated companies: Adolfo Guzman-Lopez (2 Nov 2016), “California attorney general warns tech companies about mining student data for profit,” Southern California Public Radio, https://www.scpr.org/news/2016/11/02/65908/attorney-general-warns-tech-companies-to-follow-ne. 187In 2017, Massachusetts sued Equifax: Francine McKenna (15 Sep 2017), “Equifax faces its biggest litigation threat from state attorneys general,” MarketWatch, https://www.marketwatch.com/story/equifax-faces-its-biggest-litigation-threat-from-state-attorneys-general-2017-09-15/print. 187Missouri began investigating Google’s: Nitasha Tiku (14 Nov 2017), “State attorneys general are Google’s next headache,” Wired, https://www.wired.com/story/state-attorneys-general-are-googles-next-headache. 187Thirty-two state attorneys general: Maria Armental (6 Sep 2017), “Lenovo reaches $3.5 million settlement over preinstalled adware,” MarketWatch, https://www.marketwatch.com/story/lenovo-reaches-35-million-settlement-with-ftc-over-preinstalled-adware-2017-09-05. 187Even the city of San Diego: Brian Krebs (18 Mar 2018), “San Diego sues Experian over ID theft service,” Krebs on Security, https://krebsonsecurity.com/2018/03/san-diego-sues-experian-over-id-theft-service. 187In 2019, these standards will also apply: Michael Krimminger (25 Mar 2017), “New York cybersecurity regulations for financial institutions enter into effect,” Harvard Law School Forum on Corporate Governance and Financial Regulation, https://corpgov.law.harvard.edu/2017/03/25/new-york-cybersecurity-regulations-for-financial-institutions-enter-into-effect. 187In 2017, California temporarily tabled: Karl D. Belgum (21 Jun 2017), “Internet of Things legislation in California is dead for this year, but it will be back,” Nixon Pea-body, http://web20.nixonpeabody.com/dataprivacy/Lists/Posts/Post.aspx?

American Kleptocracy: How the U.S. Created the World's Greatest Money Laundering Scheme in History
by Casey Michel
Published 23 Nov 2021

“Money Laundering and Foreign Corruption, Enforcement and Effectiveness of the Patriot Act—Hearing.” 26. Ibid. 27. “Money Laundering and Foreign Corruption, Enforcement and Effectiveness of the Patriot Act—Report.” 28. Ibid. 29. Ibid. 30. Scott Hempling, “‘Regulatory Capture’: Sources and Solutions,” Emory Corporate Governance Accountability and Review, 1, no. 1 (2014), https://law.emory.edu/ecgar/content/volume-1/issue-1/essays/regulatory-capture.html. 31. “Money Laundering and Foreign Corruption, Enforcement and Effectiveness of the Patriot Act—Report.” 32. Interview with author. 33. Bean, Financial Exposure. 34. 

Money and Power: How Goldman Sachs Came to Rule the World
by William D. Cohan
Published 11 Apr 2011

On one side were the Ford Foundation, which owned 88 percent of Ford’s shares, and Ford’s outside directors and some company management, who together owned another 2 percent of the shares. The Ford family owned the other 10 percent of the Ford shares—but, importantly, all of the voting rights to them that allowed for ultimate decisions for how the company would be run and when it would go public as well as other essential corporate governance decisions. “The big problem,” E. J. Kahn Jr. wrote in The New Yorker, “was to get all hands to agree on how much money the Fords should get for transferring a part of their voting rights in the company to the shares the Foundation wanted to sell.” This bit of shuttle diplomacy and alchemy was left to Weinberg.

…

Yes, and as we know from the way the markets and capitalism work, Goldman’s not guaranteed a place in that kind of pantheon of firms in perpetuity. The biggest danger I think they face is within, not without.” Charles Elson is both a lawyer and the chairman of the John L. Weinberg Center for Corporate Governance at the University of Delaware. Since his think tank is named after one of Goldman’s most admired former senior partners, Elson has taken a keen interest in the recent events at the firm. “The fundamental problem [for Blankfein and Goldman],” he said, “is you’ve made a lot of money when everyone else hasn’t, you know?

Microtrends: The Small Forces Behind Tomorrow's Big Changes
by Mark Penn and E. Kinney Zalesne
Published 5 Sep 2007

Thirty years ago sitting in Harvard’s Lamont Library, I read a book that started out, “The perverse and unorthodox thesis of this little book is that the voters are not fools.” Its author, V.O. Key, Jr., made an argument that, since that day, has guided how I think not just about voters but consumers, corporations, governments and the world at large. If you use the right tools and look at the facts, it turns out that the average Joe is actually pretty smart, making some very rational choices. Yet almost every day, I hear experts say that voters and consumers are misguided scatterbrains, making decisions on the basis of the color of a tie.

Asset and Risk Management: Risk Oriented Finance
by Louis Esch , Robert Kieffer and Thierry Lopez
Published 28 Nov 2005

The credit risk that arises when an opposite party is unable or unwilling to fulfil his contractual obligations: — relative to the on-balance sheet (direct); — relative to the off-balance sheet (indirect); — relating to delivery (settlement risk). 2.1.1.2 Operational risk1 According to the Basle Committee, operational risk is defined as the risk of direct or indirect loss resulting from inadequate or failed internal processes, people and systems or from external events. In the first approach, it is difficult to classify risks of this type as ones that could be quantified a priori, but there is a major change that makes the risk quantifiable a priori. In fact, the problems of corporate governance, cases of much-publicised internal checks that brought about the downfall of certain highly acclaimed institutions, the combination of regulatory pressure and market pressure have led the financial community to see what it has been agreed to call operational risk management in a completely different light.

China into Africa: trade, aid, and influence
by Robert I. Rotberg
Published 15 Nov 2008

Within a period of six weeks in 2004, for example, two plants in Lagos were shut down and their Chinese owners arrested for the illegal production of optical musical and video discs; thousands of discs, stamps, and personal computers were seized by the authorities. Chinese business practices in Nigeria have also raised questions regarding labor relations. Chinese companies have been increasingly accused of engaging in poor labor practices, harsh treatment of employees, low wages, and poor standards of corporate governance. Resentment has also risen over the use of Chinese laborers in construction projects, as well as regarding the increasing takeover of Nigerian markets by Chinese traders. These responses reflect a deeper concern among Nigerians regarding the growing Chinese immigrant community in Nigeria.