【Table of Contents】

1. An Introduction to Corporate Governance

2. Corporate Governance, Path Dependency, and the Sources of Regulation

3. The Public Company Board

4. Duties of Corporate Fiduciaries

5. The Duty of Loyalty

6. Executive Compensation

7. The Role of Shareholders in the Governance Process

8. The Market for Corporate Control: Hostile Tender Offers and Proxy Contests

9. The Role of Disclosure in the Governance Process

10. Shareholders’ Derivative Litigation

11. Philanthropy, Social Responsibility, and Stakeholder Rights

12. Comparative Corporate Governance

13. How Does Corporate Governance Matter?