图书简介

Contents; Preface v; I Monitor 1; 1 A gadfly in the ointment; The consequences of separating ownership and control 3; 2 Whose side are you on?; The role of the board of directors 23; 3 Overseeing the unseeable; The conflict between managers and shareholders 47; II Motivate 69; 4 Narrowing the gap; The incentives generated by managerial ownership 71; 5 A primer on pay; Executive compensation and efficient contracting 97; 6 Hiding high pay; Executive compensation and managerial power 135; 7 Separating the wheat from the chaff; Incentives generated by executives’ career concerns 169; IIIDelegate 205; 8 With one hand tied behind their back; Delegating monitoring to external capital markets 207; 9 No skin in the game; Delegating monitoring to financial analysts 239; 10 Crashing the party; Delegating monitoring to large shareholders 275; IVSell 309; 11 A new broom; The market for corporate control 311; 12 Bypassing the board; Offensive tactics in hostile takeovers 341; 13 Fighting back; Defensive tactics in hostile takeovers 377; V The rules of the game matter as well 413; 14 Caught in the middle; Reforming the legal and regulatory environment 415; Epilog 431; Acknowledgments 433; Notes 435; Bibliography 509

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