Corporate Governance in the US and Europe

SIR GEOFFREY OWEN is Senior Fellow at the Institute of Management, London School of Economics and Political Science, UK. His research interests include corporate governance, corporate strategy and global industry competition. He was formerly editor of the Financial Times. TOM KIRCHMAIER is Lecturer in Management at the London School of Economics and Political Science, UK. He holds a degree in economics from the University of Regensburg, Germany, and an MSc and PhD from the LSE. His research interests include Corporate Governance, Restructuring and Performance. JEREMY GRANT is currently on academic sabbatical based at the Graduate Institute of International Studies in Geneva, Switzerland and the LSE. His research focuses on corporate governance, M&A, takeover defences and anti-trust regulation of mergers. He previously worked for JP Morgan in corporate finance.

• Foreword; W.T.Allen Conference Participants Corporate Governance in the US and Europe: Where are we Now?; G.Owen, T.Kirchmaier & J.Grant Agency Costs and Overvalued Equity; M.Jensen Corporate Governance Systems - How Much Convergence?; J.Rickford Corporate Governance Systems - How Much Convergence?; C.Mayer The State of US Corporate Boards and Governance: What is Right and Wrong?; S.N.Kaplan Boards of Director: The European Perspective; P.Davies The Role of the Board of Directors; M.Lipton Institutional Shareholders and Corporate Governance in the US; R.Romano Institutional Shareholders and Corporate Governance - A UK Perspective; A.R.Goobey Executive Compensation: Is Europe Catching Up with the US, and Should it Do So?; K.J.Muphy The Question of Executive Pay; B.G.M.Main UK Compensation Trends; S.O'Hare The Role of the Corporation in Society; M.Lipton Corporate Social Responsibility and the Regulation of Markets; D.Henderson Financial Statement Insurance; J.Ronen Is there a Major Problem with Corporate Governance in the United States?; A.Shleifer The Importance of Bad News; L.Zingales Appendices: Evolution and Summary of Corporate Governance Codes Appendix 1: UK Appendix 2: US Appendix 3: Germany Appendix 4: European Takeover Code Notes Bibliography

'The importance of effective corporate governance to the creation and safeguarding of wealth is hard to overstate. Its fascination is that, being mainly about people and behaviour, it is a live topic and will never be 'done and dusted'. This book provides a valuable over-view of many different aspects of the subject and points to where the debate might be headed.' - Sir Derek Higgs, Chairman, Partnerships UK plc and author of Review of the Role and Effectiveness of Non-Executive Directors 'Those who are locked day to day in governance issues on individual Boards will find it stimulating, as I have done, to sample this selection of current views on governance from a wider perspective.' - Sir Christopher Hogg, Former Chairman of Glaxo SmithKline plc and Reuters plc