TY - BOOK AU - Bainbridge,Stephen M. TI - Corporate governance after the financial crisis SN - 9780190496678 U1 - 346.0664 PY - 2016/// CY - Oxford PB - Oxford University Press KW - Corporate governance KW - Law and legislation KW - United States KW - Global Financial Crisis, 2008-2009 N1 - Includes postscript to the paperback edition; Includes bibliographical references and index N2 - What Is Corporate Governance? The Crises and the Federal Responses The Plan of the Work A Note on Omissions 1.Who Makes the Rules? Does Delaware Compete Horizontally? The Emergence of the North Dakota Alternative Delaware's Vertical Competition Where Was Delaware During the Crises? Quack Federal Corporate Governance Regulation 2.The Board's Role The Board's Traditional Functions The Rise of the Monitoring Board Codifying the Monitoring Model Assessing the Monitoring Model Boards After the Crises Why a Board? 3.Director Independence Director Independence in State Law Director Independence in the Stock Exchange Listing Standards and the Sarbanes-Oxley Act The Uncertain Case for Director Independence Incentivizing the Independents What Have We Lost? Did the Fetish for Independence Contribute to the Financial Crisis? A Note on CEO/​Chairman Duality 4.Executive Compensation Contents note continued: Why Do We Care? Executive Compensation under State Corporate Law Executive Compensation Regulation under Sarbanes-Oxley and Dodd-Frank 5.Internal Controls The Audit Committee Internal Controls Internal Controls -State Law -Sarbanes-Oxley -Risk Management 6.The Gatekeepers The Auditors The Lawyers 7.Shareholder Empowerment Shareholder Rights in State Law Bylaw Amendment via Shareholder Proposal Majority Voting Proxy Expense Reimbursement Proxy Access Assessing Shareholder Empowerment If Investors Valued Governance Participation Rights, the Market Would Provide Them A Note on Proxy Advisory Firms A Note on the Government as Shareholder Conclusion The Global Impact of Federalizing Corporate Governance Can Anything Be Done? ER -