The Recurrent Crisis in Corporate Governance

1. Front Matter

   Pages i-xiii

   PDF

2. Introduction and Summary

   • Ira M. Millstein, Paul W. MacAvoy

   Pages 1-5

3. The Current Crisis

   • Ira M. Millstein, Paul W. MacAvoy

   Pages 6-10

4. The Emergence and Development of the Governance Problem

   • Ira M. Millstein, Paul W. MacAvoy

   Pages 11-31

5. The Ambivalent Results of Extant Research on the Impact of Strong Governance on Corporate Performance

   • Ira M. Millstein, Paul W. MacAvoy

   Pages 32-42

6. A New Approach for Determining the Effect of Strong Governance on Corporate Performance

   • Paul W. MacAvoy

   Pages 43-65

7. ‘Where Was the Board?’ Share Price Collapse and the Governance Crisis of 2000–2002

   • Paul W. MacAvoy

   Pages 66-94

8. Proposals for Reform of Corporate Governance

   • Ira M. Millstein, Paul W. MacAvoy

   Pages 95-119

9. Back Matter

   Pages 120-149

   PDF

Since the mid-1980s two crises have overtaken governance of the American corporation - the loss of competitiveness in the 1980s and the loss of investor trust in financial management in the late 1990s. This book proposes specific changes in conduct to resolve these crises, principally by putting the board of directors in charge of management. This detailed analysis and critique of performance of current governance specifies reforms that will make that possible. The reforms are tightly connected to the authors' analysis of the causes of breakdowns in the largest corporations in which management has been subject to criminal and civil investigation.

• board of directors
• corporate governance
• database
• Governance
• management
• Manager
• trust

'I warmly congratulate Millstein and MacAvoy on the important contribution which their book makes to the re-design of corporate governance structures and processes worldwide. Their analysis of the deficiencies in our present approach to governance leads logically and inexorably to an admirable set of recommendations which are internationally relevant. Their book is timely, authoritative and practical. It deserves to be widely read and its advice widely followed.' - Sir Adrian Cadbury, Chairman, UK Committee on Corporate Governance and Former Chairman, Cadbury Schweppes

'MacAvoy and Millstein have produced a unique combination of economic history and legal theory to explain the breakdown of corporate governance. When two such experts in governance, who between them cover the map in practice and scholarship, call for such major changes as they do in corporate governance we are clearly at a point where board members will no longer be employees of the CEO. There is much value in this treatise and much value to be created in resolving the flawed governance systems they discuss.' - Michael C. Jensen, Jesse Isidor Straus Professor Emeritus, Harvard Business School and Managing Director of the Organizational Strategy Practice, The Monitor Group

'Millstein and MacAvoy offer a fresh, thought-provoking look at the basic questions in the corporate governance debate and break important if controversial new ground. With a penetrating analysis of the recent failures so glaringly revealed in the spate of corporate scandals and broad new insights into what went wrong, the book charts a new course to avoid such failings in the future. Combining first-rate scholarship with originality, the book sets a new standard for all who are interested in corporate governance.' - John Snow, Former Chairman and CEO, CSX Corporation and Former Co-Chair, the Conference Board Commission on Public Trust and Private Enterprise

'The book is an expert assessment of what went wrong on corporate boards and how to fix them.' - Diana B. Henriques, The New York Times

'The book is short, wise and to the point. It falls squarely into the 'must read' category.' - John Plender, Financial Times

'The Recurrent Crisis in Corporate Governance pushes the edge of mainstream thought in this growing discipline. Authors Paul W. MacAvoy and Ira M. Millstein, giants in the field, have well deserved reputations as practitioners and scholars. This thin volume will quickly guide the course for progressive board members concerned with building solid companies, rather than future Enrons.' - James McRitchie, CorpGov.Net

'Interested in minimizing Directors' liability? This book is must reading.'

- Al Driver, Editor, The Metropolitan Corporate Counsel

'[MacAvoy and Millstein] ably make the case for a simple and straightforward remedy to American business's worst crisis in memory.' - Roger Lowenstein, The Wall Street Journal

<'In their new work Ira Millstein and Paul MacAvoy blend their different backgrounds, plus years of experience serving on and advising corporate boards, to create an important and compelling contribution to the field....The Recurrent Crisis in Corporate Governance should be required reading for everyone involved in corporate affairs, investing, and public policy.' - Howard Sherman, Directors & Boards

PAUL MACAVOY has divided his career activities among research and teaching, government service, and corporate governance. The former Dean and now the Williams Brothers Professor of Management Studies at the Yale School of Management, he has been a member of President Ford's Council of Economic Advisors and was personal economic advisor to George W. Bush before his election (where he gained notoriety as inventor of the term "voodoo economics"). Professor MacAvoy serves on the board of directors of Lafarge Corporation and previously has been on the boards of American Cyanamid, Alumax Corporation, Combustion Engineering and the Chase Manhattan Bank Corporation. He is the author of 20 books and numerous journal articles focusing on government regulation of the structure and conduct of the corporation.

IRA M. MILLSTEIN has been at the forefront of this era's corporate governance movement since its inception. He is Senior Partner of Weil, Gotshal & Manges LLP, an international law firm of over one thousand lawyers with offices in seven countries. He has counselled on corporate governance matters for more than 50 public and philanthropic boards, from General Motors to Tyco. He has chaired the Central Park Conservancy, and currently represents the Board of the Lower Manhattan Development Corporation charged with planning Lower Manhattan following 9-11. He has taught antitrust, government regulation, and corporate governance at New York University, the Harvard Kennedy School of government, the Columbia Law School, and currently The Yale School of Management. He chairs the Private Sector Advisory Group created by the World Bank and OECD to assist developing nations to improve their corporate governance practices.

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