Navigating the New Era in Corporate Governance
Navigating the New Era in Corporate Governance
Drawing on four decades of experience advising boards and CEOs on how to do just that, Thomas A. Cole offers in CEO Leadership a straightforward and accessible guide to navigating corporate governance today. He explores the recurring question of whose benefit a corporation should be governed for, along with related matters of corporate social responsibility, and he explains the role of laws, market forces, and politics and their influence on the governance of public companies. For corporate directors, he provides a comprehensive examination of the roles, responsibilities, and accountability the role entails, while also offering guidance on how to be as effective as possible in addressing both routine corporate matters and special situations such as mergers and acquisitions, succession, and corporate crises. In addition, he offers practical suggestions for CEOs on leadership and their interactions with boards and shareholders. Cole also mounts a compelling case that a corporate culture that celebrates diversity and inclusion and has zero tolerance for sexual misconduct is critical to long-term business success.
Filled with vignettes from Cole’s many years of experience in the board room and C-suite, CEO Leadership is an invaluable resource for current and prospective directors, CEOs, and other senior officers of public companies as well as the next generation of corporate leaders and their business and financial advisors.
304 pages | 4 line drawings, 2 tables | 6 x 9 | © 2019
Economics and Business: Business--Business Economics and Management Studies
"This is the best practitioner-oriented book on corporate governance this reviewer has encountered in many years. Most books on this subject focus on legal nuances, but Cole focuses on teaching top executives how to be more effective company leaders. . . .Those seeking a crash course on corporate governance or fresh perspectives on being the CEO of the modern company will benefit from this book, which is appropriate for scholars as well as those in corporate settings. The latter group will find the book the print equivalent of having Cole as one's personal CEO mentor. . . . Highly recommended"
“The governance landscape has evolved considerably, and Cole has been there through all of it! With decades of practical application and experience, he brings a trusted advisor perspective, rooted in a framework of standards, to address real-world governance matters and enable the right outcomes. His body of work, as shared in this book, is a highly relevant and useful tool for boards, management, and shareholders alike.”
Julie M. Howard, chairman & CEO, Navigant
“Cole’s book is like no other. It is comprehensive, thoughtful, and packed with practical advice for CEOs, directors, and their advisers on how to successfully function in today’s complex landscape of corporate governance. The lines between the roles of management and boards have blurred and the pressures on directors to expand their oversight responsibilities have intensified. We all need help to operate in the new normal and this book provides it. Cole’s illustrative sidebars, drawn from decades of day-to-day and crisis-level issues and challenges, are themselves an invaluable guidebook to be read, re-read and applied by all corporate stewards. Bravo!”
Mary Jo White, Debevoise & Plimpton LLP, former chair of the US Securities and Exchange Commission
“The relationship between investors and other stakeholders, directors and managers of public and private companies, and the obligations of directors and managers have become front and center. Cole describes these developments in clear prose and analyzes the key issues of corporate governance that managers, boards, and investors in our capital markets deal with today. Drawing from his deep experience as one of the most experienced and admired practitioners in the area, his perspective is one of a moderate, thoughtful, practical lawyer.”
John F. Olson, Georgetown Law and Gibson Dunn & Crutcher
“This book is a winner! Perfect for the education or fine-tuning of current directors, it should also be required reading for anyone who’d like to be one as well as for academics and students of corporate governance and for those who have an interest in what happens in the boardroom. I was CEO of four companies, served on the board of a dozen, and taught corporate governance at the Booth School for 15 years by the case method. This book is the best I’ve ever read on corporate governance. I wish it had been in print before I retired. Most such books are as dry as sawdust. The topics are right on; the emphasis is on what really matters in the real world; the examples are written in a style that makes them interesting in their own right, and the lessons are eminently clear.”
Warren Batts, former CEO of Mead Corp., Premark Corp. and Tupperware Corp
“Cole’s new book beautifully weaves together corporate law doctrine, wisdom gleaned from decades in corporate practice, and business realities to provide insightful and important lessons for CEOs, directors, and students of corporate governance. I recommend it wholeheartedly.”
Guhan Subramanian, the Joseph Flom Professor of Law and Business, Harvard Law School, and the Douglas Weaver Professor of Business Law, Harvard Business School
Table of Contents
Glossary of Acronyms
Glossary of Governance Terms of Art
Part I: The Policy, Law, and Market Forces That Have Created the New Era of Corporate Governance
1 What Is Corporate Governance and Why Do We Care?
2 The Threshold Question of Corporate Governance: For Whose Benefit Are Corporations to Be Governed?
3 The Forces That Shape Corporate Governance
Part II: The Board-Centric Corporation
4 The Role of the Board
5 Assembling an Effective Board
6 Duties, Accountability, and Protections of Directors
7 Routine Board Operations
8 Special Situations
9 A Digression on Private Companies, Not-for-Profits, and Congress
Part III: Activism and the Threat of Shareholder-Centricity
10 Activists and Their Goals and Tools
11 The Case against Shareholder-Centricity
Part IV: Challenges to CEO Leadership
12 The Problem
13 Elements of a Solution
Appendix 1: Flowchart Illustrating Proxy Voting
Appendix 2: Template for an Oral Board Self-Evaluation
Appendix 3: Template for M&A Agendas
Appendix 4: Primer on Valuation Methodologies
Appendix 5: Summary of Key Percentages
List of Abbreviations in Notes
About the Author
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