Stephen M. Bainbridge's Books

Corporate Governance After the Financial Crisis

By: Stephen M. Bainbridge

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Corporate Governance After the Financial Crisis

By: Stephen M. Bainbridge

The years from 2000 to 2010 were bookended by two major economic crises. The bursting of the dotcom bubble and the extended bear market of 2000 to 2002 prompted Congress to pass the Sarbanes-Oxley Act, which was directed at core aspects of corporate governance. At the end of the decade came the bursting of the housing bubble, followed by a severe credit crunch, and the worst economic downturn in decades. In response, Congress passed the Dodd-Frank Act, which changed vast swathes of financial regulation. Among these changes were a number of significant corporate governance reforms. Corporate Governance after the Financial Crisis asks two questions about these changes. First, are they a good idea that will improve corporate governance? Second, what do they tell us about the relative merits of the federal government and the states as sources of corporate governance regulation? Traditionally, corporate law was the province of the states. Today, however, the federal government is increasingly engaged in corporate governance regulation. The changes examined in this work provide a series of case studies in which to explore the question of whether federalization will lead to better outcomes. The author analyzes these changes in the context of corporate governance, executive compensation, corporate fraud and disclosure, shareholder activism, corporate democracy, and declining US capital market competitiveness.

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Page Count

294

Publisher

Oxford University Press, USA

Published Date

ISBN 10

0199772428

ISBN 13

9780199772421

The Profit Motive

Defending Shareholder Value Maximization

By: Stephen M. Bainbridge

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The Profit Motive

Defending Shareholder Value Maximization

By: Stephen M. Bainbridge

What responsibility, if any, does a corporation have to society? How should corporations balance environmental, social, and governance factors? The Profit Motive addresses these questions of corporate purpose using historical, legal, and economic perspectives. Stephen M. Bainbridge enters the debate around corporate social responsibility to mount an unabashed defense of shareholder capitalism and maximizing shareholder value. The book offers context for the current questions about corporate purpose, and provides a reference going forward. Direct and corrective, The Profit Motive argues that shareholder value maximization is not only required by law, but what the law ought to require.

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Page Count

241

Publisher

Cambridge University Press

Published Date

ISBN 10

1009027107

ISBN 13

9781009027106

The New Corporate Governance in Theory and Practice

By: Stephen Bainbridge

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The New Corporate Governance in Theory and Practice

By: Stephen Bainbridge

Forty years ago, managerialism dominated corporate governance. In both theory and practice, a team of senior managers ran the corporation with little or no interference from other stakeholders. Shareholders were essentially powerless and typically quiescent. Boards of directors were little more than rubber stamps. Today, the corporate governance landscape looks vastly different. The fall-out from the post-Enron scandal and implementation of the Sarbanes-Oxley Act have resulted in shareholder activism becoming more widespread, while many observers call for even greater empowerment. The notion that the board of directors is a mere pawn of top management is increasingly invalid, and as a result, modern boards of directors typically are smaller than their antecedents, meet more often, are more independent from management, own more stock, and have better access to information. The New Corporate Governance in Theory and Practice offers an interdisciplinary analysis of the emerging board-centered system of corporate governance. It draws on doctrinal legal analysis, behavioral economic insights into how individuals and groups make decisions, the work of new institutional economics on organizational structure, and management studies of corporate governance. Using those tools, Stephen Bainbridge traces the process by which this new corporate governance system emerged, and explores whether such changes are desirable or effective.

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Page Count

264

Publisher

Oxford University Press

Published Date

ISBN 10

0190450746

ISBN 13

9780190450748

Outsourcing the Board

How Board Service Providers Can Improve Corporate Governance

By: Stephen M. Bainbridge,M. Todd Henderson

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Outsourcing the Board

How Board Service Providers Can Improve Corporate Governance

By: Stephen M. Bainbridge,M. Todd Henderson

In this groundbreaking work, Stephen M. Bainbridge and M. Todd Henderson change the conversation about corporate governance by examining the origins, roles, and performance of boards with a simple question in mind: why does the law require governance to be delivered through individual board members? While tracing the development of boards from quasi-political bodies through the current 'monitoring' role, the authors find the reasons for this requirement to be wanting. Instead, they propose that corporations be permitted to hire other business associations - known as 'Board Service Providers' or BSPs - to provide governance services. Just as corporations hire law firms, accounting firms, and consulting firms, so too should they be permitted to hire governance firms, a small change that will dramatically increase board accountability and enable governance to be delivered more efficiently. Outsourcing the Board should be read by academics, policymakers, and those within the corporations that will benefit from this change.

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Page Count

249

Publisher

Cambridge University Press

Published Date

ISBN 10

110815199X

ISBN 13

9781108151993

Limited Liability

A Legal and Economic Analysis

By: Stephen M. Bainbridge,M. Todd Henderson

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Limited Liability

A Legal and Economic Analysis

By: Stephen M. Bainbridge,M. Todd Henderson

The modern corporation has become central to our society. The key feature of the corporation that makes it such an attractive form of human collaboration is its limited liability. This book explores how, by allowing those who form the corporation to limit their downside risk and personal liability to only the amount they invest, there is the opportunity for more risks taken at a lower cost.

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Page Count

335

Publisher

Edward Elgar Publishing

Published Date

ISBN 10

1783473037

ISBN 13

9781783473038

Business Associations

Cases and Materials on Agency, Partnership and Corporations: 2008 Supplement

By: William A. Klein,J. Mark Ramseyer,Mitsubishi Professor of Japanese Legal Studies J Mark Ramseyer,Stephen M. Bainbridge,William D Warren Distinguished Professor of Law Stephen M Bainbridge

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Business Associations

Cases and Materials on Agency, Partnership and Corporations: 2008 Supplement

By: William A. Klein,J. Mark Ramseyer,Mitsubishi Professor of Japanese Legal Studies J Mark Ramseyer,Stephen M. Bainbridge,William D Warren Distinguished Professor of Law Stephen M Bainbridge

This is the 2008 case supplement to the Klein, Ramseyer and Bainbridge's Business Associations, Cases and Materials on Agency, Partnership and Corporations, 6th Edition.

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Page Count

100

Publisher

Foundation Press

Published Date

ISBN 10

1599414619

ISBN 13

9781599414614

The New Corporate Governance in Theory and Practice

By: Stephen Bainbridge

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The New Corporate Governance in Theory and Practice

By: Stephen Bainbridge

Forty years ago, managerialism dominated corporate governance. In both theory and practice, a team of senior managers ran the corporation with little or no interference from other stakeholders. Shareholders were essentially powerless and typically quiescent. Boards of directors were little more than rubber stamps.Today, the corporate governance landscape looks vastly different. The fall-out from the post-Enron scandal and implementation of the Sarbanes-Oxley Act have resulted in shareholder activism becoming more widespread, while many observers call for even greater empowerment. The notion that the board of directors is a mere pawn of top management is increasingly invalid, and as a result, modern boards of directors typically are smaller than their antecedents, meet more often, are more independent from management, own more stock, and have better access to information.The New Corporate Governance in Theory and Practice offers an interdisciplinary analysis of the emerging board-centered system of corporate governance. It draws on doctrinal legal analysis, behavioral economic insights into how individuals and groups make decisions, the work of new institutional economics on organizational structure, and management studies of corporate governance. Using those tools, Stephen Bainbridge traces the process by which this new corporate governance system emerged, and explores whether such changes are desirable or effective.

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Page Count

260

Publisher

OUP USA

Published Date

ISBN 10

0195337506

ISBN 13

9780195337501

Business Associations: Agency, Partnerships, and Corporations

1999 Supplement: Cases and Materials

By: William A. Klein,J. Mark Ramseyer,Stephen M. Bainbridge

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Business Associations: Agency, Partnerships, and Corporations

1999 Supplement: Cases and Materials

By: William A. Klein,J. Mark Ramseyer,Stephen M. Bainbridge

This is a casebook that covers all the major aspects of business associations.....

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Page Count

128

Publisher

Foundation Press

Published Date

ISBN 10

1566628245

ISBN 13

9781566628242

The Complete Guide To Sarbanes-Oxley

Understanding How Sarbanes-Oxley Affects Your Business

By: Stephen M Bainbridge

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The Complete Guide To Sarbanes-Oxley

Understanding How Sarbanes-Oxley Affects Your Business

By: Stephen M Bainbridge

As of the end of 2006, small businesses, which were once exempt, now have to comply with Sarbanes-Oxley (SOX). Under Sarbanes-Oxley, they will now be exposed to audits, reviews and will have to make their profits, losses, and compensation packages public. The Complete Guide to Sarbanes-Oxley will answer the following questions: How do companies comply with SOX? How does SOX effect relations within the firm? Should a public company go private to avoid SOX? The Complete Guide to Sarbanes-Oxley is a nontechnical, "plain English" guide for the managers and directors of the 13,000 publicly held corporations now subject to SOX. No business owner should be without it!

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Page Count

207

Publisher

Simon and Schuster

Published Date

ISBN 10

144050105X

ISBN 13

9781440501050

Corporate Governance After the Financial Crisis

By: Stephen M. Bainbridge

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Corporate Governance After the Financial Crisis

By: Stephen M. Bainbridge

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294

Publisher

Oxford University Press, USA

Published Date

ISBN 10

0199772428

ISBN 13

9780199772421

Outsourcing the Board

How Board Service Providers Can Improve Corporate Governance

By: Stephen M. Bainbridge,M. Todd Henderson

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Outsourcing the Board

How Board Service Providers Can Improve Corporate Governance

By: Stephen M. Bainbridge,M. Todd Henderson

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Page Count

250

Publisher

Cambridge University Press

Published Date

ISBN 10

1108153674

ISBN 13

9781108153676

The Profit Motive

By: Stephen M. Bainbridge

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The Profit Motive

By: Stephen M. Bainbridge

The Profit Motive offers a legal and economic defense of shareholder capitalism against proponents of corporate social responsibility.

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241

Publisher

Cambridge University Press

Published Date

ISBN 10

1316515478

ISBN 13

9781316515471

Business Associations, Cases and Materials on Agency, Partnerships, Llcs, and Corporations

By: William Klein,J. Mark Ramseyer,Stephen Bainbridge

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Business Associations, Cases and Materials on Agency, Partnerships, Llcs, and Corporations

By: William Klein,J. Mark Ramseyer,Stephen Bainbridge

With the prior edition of this concise, up-to-date casebook having been adopted at over 100 law schools, the tenth edition preserves the authors' tradition of providing a comprehensive overview of agency, partnership, and corporation law. It also continues to emphasize five basic editorial principles: Cases edited ruthlessly to produce a readable and concise result. Facts matter, so they are included in all their potential ambiguity. Bring a planner's perspective to the table through extensive use of transactionally-oriented problems. It's a casebook not a treatise. No long, stultifying textual passages. Provide the cases and let the individual teacher use them as he or she sees fit. Try to find cases that are fun to teach. Great facts or a clever analysis are always given first priority in case selection.

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Page Count

994

Publisher

Foundation Press

Published Date

ISBN 10

1683285220

ISBN 13

9781683285229

Book's by Stephen M. Bainbridge

Corporate Governance After the Financial Crisis

Corporate Governance After the Financial Crisis

The Profit Motive

The Profit Motive

The New Corporate Governance in Theory and Practice

The New Corporate Governance in Theory and Practice

Outsourcing the Board

Outsourcing the Board

Limited Liability

Limited Liability

Business Associations

Business Associations

The New Corporate Governance in Theory and Practice

The New Corporate Governance in Theory and Practice

Business Associations: Agency, Partnerships, and Corporations

Business Associations: Agency, Partnerships, and Corporations

The Complete Guide To Sarbanes-Oxley

The Complete Guide To Sarbanes-Oxley

Corporate Governance After the Financial Crisis

Corporate Governance After the Financial Crisis

Outsourcing the Board

Outsourcing the Board

The Profit Motive

The Profit Motive

Business Associations, Cases and Materials on Agency, Partnerships, Llcs, and Corporations

Business Associations, Cases and Materials on Agency, Partnerships, Llcs, and Corporations

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