Table of Contents

Introduction

1. Theories of Governance: Reconceptualising Corporate Governance Theory After the Enron Experience (Thomas Clarke)

Part 1: Economic Foundations

2. The Managerial Revolution in American Business

Alfred D. Chandler (1977)The Visible Hand, Belknap Press

3. The Impact of the Corporation on Classical Economic Theory

Berle,A. (1965) Quarterly Journal of Economics, 79, 25-40

Part 2: Agency Theory

4. Theory of the Firm, Managerial Behaviour, Agency Costs and Ownership Structure

Jensen, M.C. and Meckling, W.H. (1976) Journal of Financial Economics, October 305-60

5. Separation of Ownership and Control

Fama,E. and Jensen,M. (1985)Journal of Law and Economics, 26, 301-26

6. Agency Theory: An Assessment and Review

Eisenhardt, K.M. (1989) Academy of Management Review, 14, 57-74

Part 3: Managerial Hegemony

7. Directors: Myth and Reality

Mace, M. (1971)Harvard Business School Press

8. Pawns Or Potentates: The Reality of America’s Corporate Boards

Lorsch, J. and MacIver, E. (1989) Harvard University Press

Part 4: Stewardship Theory

9. Towards A Stewardship Theory of Management

Davis, J.H., Schoorman, F.D., and Donaldson, L. , (1997) Academy of Management Review, Vol 22, No 1,

Part 5: External Pressures

10. The Resource Dependence Role of Corporate Directors: Strategic Adaptation of Board Composition in Response to Environmental Change

A.J.Hillman, A.A. Cannella, and R.L. Paetzold (2000) Journal of Management Studies, Oxford: Blackwell, 37:2 March pp235-255

11. Institutional and Strategic Choice Perspectives on Board Involvement in the Strategic Decision Process

W.Q.Judge and C.P. Zeithaml, (1992) Academy of Management Journal, Vol 35, No 4, 766-79

12. A General Theory of Network Governance: Exchange Conditions and Social Mechanisms

C.Jones, W.S. Hesterly and S.P. Porgatti, (1997) Academy of Management Review, Vol 22, No 4, Oct 1997

Part 6: Stakeholder Theory

13. Ownership and Control: Rethinking Corporate Governance for the 21st Century

Margaret Blair (1995) Brookings Institution

14. The Stakeholder Corporation: A Business Philosophy for The Information Age

Thomas Clarke (1998) Long Range Planning, Vol 31, No2,

Part 7: Theories of Convergenve

15. Corporate Leadership in a Globalising Equity Market

Michael Useem (1998) Academy of Management Executive, 12, 43-59

16. Corporate Governance and Globalisation: Is There Convergence Across Countries ?

Mauro F. Guillen (2000) Advances in International Comparative Management, Vol 13,

17. Capital Unbound? The Transformation of European Corporate Governance

Rhodes, M. and Apeldoorn, B.v. (1998) Journal of European Public Policy, Vol 5, No 3

18. The Very Uncertain Prospects of "Global" Convergence In Corporate Governance

Douglas M. Branson (2001) Cornell International Law Journal, Vol 34

Part 8: Critique of Shareholder Value

19. Maximising Shareholder Value: A New Ideology for Corporate Governance

Lazonick, W. and O’Sullivan, M. (2000) Economy and Society, 29

20. Corporate Governance, Property and Democracy: A Conceptual Critique of Shareholder Ideology

Ewal Engelen, Economy and Society, Vol 31, No 3, August

Part 9: Post-Enron Theories

21. What Enron Means for the Management and Control of the Modern Business Corporation: Some Initial Reflections

Jeffrey N. Gordon (2002) University of Chicago Law Review, Vol 69

22. What Caused Enron? A Capsule Social and Economic History of the 1990s

John Coffee (2003) Cornell Law Review, Vol 89, Issue 2

About the Author

Thomas Clarke is Director of the Centre for Corporate Governance and Professor of Management at the University of Technology, Sydney. He has a doctorate from the University of Warwick Business School. Formerly DBM Professor of Corporate Governance at Leeds Business School and Visiting Professor at CEIBS, Shanghai, he was a member of the RSA Tomorrow's Company Inquiry that influenced the review of UK Company Law. At the OECD in Paris he helped develop the international corporate governance code adopted by governments throughout the world.

Reviews

'[A] magisterial work. At whatever level corporate governance is being studied and reviewed, there can be no doubt about the value of Professor Clarke's book in bringing together and clarifying the theories which have contributed to, and have relevance for, the development of corporate governance.' - Sir Adrian Cadbury'This unique collection brings together this widely dispersed material for the first time, providing students and researchers in corporate governance with an unrivalled resource.' - International Institute of Administrative Sciences'Every student of corporate governance will want to read Thomas Clarke’s book to aid them in making sense of what is otherwise becoming an endless corporate governance maze.' - Professor Douglas M. Branson, University of Pittsburgh, USA

'[A] magisterial work. At whatever level corporate governance is being studied and reviewed, there can be no doubt about the value of Professor Clarke's book in bringing together and clarifying the theories which have contributed to, and have relevance for, the development of corporate governance.' - Sir Adrian Cadbury'This unique collection brings together this widely dispersed material for the first time, providing students and researchers in corporate governance with an unrivalled resource.' - International Institute of Administrative Sciences'Every student of corporate governance will want to read Thomas Clarke’s book to aid them in making sense of what is otherwise becoming an endless corporate governance maze.'Professor Douglas M. Branson, University of Pittsburgh