Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences 2nd Edition

“An outstanding work of unique breadth and depth providing practical advice supported by detailed research.”
Alan Crain, Jr., Senior Vice President and General Counsel, Baker Hughes

“Extensively researched, with highly relevant insights, this book serves as an ideal and practical reference for corporate executives and students of business administration.”
Narayana N.R. Murthy, Infosys Technologies

“Fascinating, engaging, and full of useful information―a must-read!”
Heidi Roizen, Founder, CEO and Chief Lyrical Officer, Skinny Songs

“A tour de force. David Larcker and Brian Tayan have written an easy-to-read, crucial-to-know overview of corporate governance today.”
Stephen A. Miles, Founder and CEO, The Miles Group

“ Corporate Governance Matters is sure to become required reading for director education and an essential desk reference for all corporate governance practitioners.”
Abe M. Friedman, Managing Partner, CamberView Partners

“David Larcker and Brian Tayan are the premier students and among the most thoughtful authorities on corporate governance.”
Arthur Rock, Principal of Arthur Rock & Co.

“ Corporate Governance Matters is a comprehensive, objective, and insightful analysis of academic and professional research on corporate governance.”
― Professor Katherine Schipper, Duke University, and former member of the Financial Accounting
Standards Board

“They did it! Larcker and Tayan have cracked the code on the connections between corporate governance and corporate performance.”
― Ira Kay, Managing Partner, Pay Governance LLC

“When it comes to corporate governance, it seems that everyone has an opinion. David Larcker and Brian Tayan, however, have the facts.”
― Professor Joseph A. Grundfest, Stanford Law School

Now fully updated for the latest research, trends, and regulations, Corporate Governance Matters, Second Edition, offers comprehensive and objective information for everyone seeking to improve corporate governance–from directors to institutional investors to policymakers and researchers.

David Larcker and Brian Tayan thoroughly examine the choices now available in designing governance systems, explaining what is known about their impact on organizational performance. Avoiding ideology, Larcker and Tayan take an empirical approach that presents conclusions only where evidence supports them, and candidly identifies areas where broad conclusions cannot be drawn.

This edition adds new coverage of the governance implications of private equity, hedge funds, sovereign wealth funds, shareholder activists, engaged institutional investors, proxy advisory firms, new rating systems, and emerging “benefit” (“B”) corporations. Larcker and Tayan review new research on selecting board members and organizing their work, utilizing equity incentives and clawbacks, assessing CEO risk-seeking behavior, and much more. They have also added a new chapter on alternative governance structures, including family-operated and venture-backed companies.

This guide thoroughly addresses key issues ranging from strategic oversight and risk management to succession planning. Thoughtful and measured throughout, it is indispensable for every governance practitioner.

Optimizing overall board effectiveness
Managing board duties, liability, selection, compensation, removal, and structure

Strategy, performance measurement, and risk management
Strengthening oversight of strategy development and execution

Supervising executive compensation
Attracting and retaining the right people, and giving them the right incentives

Ensuring effective reporting and control
Maximizing the effectiveness of audit committees and external auditors

Additional resources and supporting material for this book are available at:
Stanford Graduate School of Business
The Corporate Governance Research Initiative
www.gsb.stanford.edu/cgri-research