Corporate Governance after the Financial Crisis

Stephen M. Bainbridge is the William D. Warren Distinguished Professor of Law at UCLA, where he teaches Business Associations, Advanced Corporation Law and a seminar on corporate governance. He has also taught at Harvard Law School as the Joseph Flom Visiting Professor of Law and Business, La Trobe University in Melbourne, and at Aoyama Gakuin University in Tokyo. In 2008, Professor Bainbridge received the UCLA School of Law's Rutter Award for Excellence in Teaching. Also, in 2008, he was named by Directorship magazine to its list of the 100 most influential people in the field of corporate governance.Professor Bainbridge is a prolific scholar. He has written over 75 law review articles which have appeared in such leading journals as Harvard Law Review, Virginia Law Review, Northwestern University Law Review, Cornell Law Review, Stanford Law Review, and Vanderbilt Law Review. His most recent books include: The New Corporate Governance in Theory and Practice (Oxford University Press, 2008); Securities Law-Insider Trading (2nd ed., 2007); Business Associations: Cases and Materials on Agency, Partnerships, and Corporations (6th ed., 2006) (with Klein and Ramseyer); Agency, Partnerships, and Limited Liability Entities: Cases and Materials on Unincorporated Business Associations (2nd ed., 2007) (with Klein and Ramseyer); Agency, Partnerships & LLCs (2004); Corporation Law and Economics (2002).Professor Bainbridge currently serves on the American Bar Association's Committee on Corporate Laws and on the Editorial Advisory Board of the Journal of Markets and Morality.

• Acknowledgements About the Author Introduction Chapter 1. Who Makes the Rules? Chapter 2. The Board's Role Chapter 3. Director Independence Chapter 4. Executive Compensation Chapter 5. Internal Controls Chapter 6. The Gatekeepers Chapter 7. Shareholder Empowerment Conclusion Index

Stephen Bainbridge is not only an expert on corporate governance and an academic whose ideas and writing have changed the way we think about corporations. Professor Bainbridge is also one of the most perceptive academic commentators on the federal government's regulation of corporate governance. In Corporate Governance after the Financial Crisis, Professor Bainbridge has written an important book for those seeking to understand the theoretical and practical implications of Dodd-Frank, Sarbanes-Oxley and the federal government's foray into corporate regulation. It is a book that for years to come will influence the controversial debate over the federal regulation of corporate governance."