Governing the Modern Corporation by Roy C. Smith

This book examines the effective governance, monitoring, and control of corporations and financial markets, drawing on the lessons of history and with a firm focus on the future. The book is divided into four parts. Part I consists of two chapters: the first considers the nature, effects, and consequences of the bubble of 1995-2000; the second chapter assesses the more fundamental effects related to the evolving dominance of capital markets, which has changed the way corporate executives perceive their role and the expectations they are required to meet. Part II consists of three chapters that explore the internal governance function of corporations. Part III includes three chapters that examine the modern roles and practices of institutional investors, auditors, and banks and brokerages in conducting the fiduciary and governance functions allocated to them in the capital-market system. Part IV examines the evolution of the legal and regulatory system supporting the markets, and focuses on its troubling impotence as a consequence of modern political realities. It analyzes how conflicts of interest have become a more serious threat to the well-being of the market system than before.