- Judul Buku: Fundamentals Of Corporate Governance: A Guide for Directors And Corporate Counsel
- Penulis: Gregory V. Varallo dan Daniel A. Dreisbach
- Penerbit: Amerika Serikat: American Bar Association, ©1996
- Cetakan: Cetakan pertama, 1996
- Bahasa: Inggris
- ISBN: 15707327X
Lipton and Lorsch may have been right when they wrote in 1992 that the corporate governance system was not working. On the other hand, they may well have been wrong.
The first half of this decade has witnessed tremendous upheaval in corporate governance, as institutional investors finally have come to a working understanding of the enormous influence they can wield on the governance system, and likewise have come to a rough consensus on how they will coordinate action to exert that influence.
Counseling directors of large industrial corporations today, one is able to perceive a sense of how pervasive and powerful the institutions have become, as few strategic initiatives are undertaken without giving consideration to how the institutions will view the corporate action.
At the same time, the pervasive judicial and growing regulatory emphasis on structure and process appear to have begun to take hold and bear fruit in the governance arena. For example, the SEC initiatives regarding compensation committees of public corporations, considered radically interventionist in many circles just a few years ago, now have become an accepted part of the governance landscape.
Nominating committees, too, have become far more sensitized to director interlocks in selecting candidates for directorship, and many boards have given serious and searching consideration to adoption of the GM Governance Guidelines, or variants of those guidelines.
In the transactional arena, directors and their counsel are far more attuned to the importance of process as a critical element of decision making than previously, and the courts have insisted that the process employed in the transactional setting be lively and meaningful and not merely an empty charade in our view, the corporate governance system in this country is working, and working better than it has in many years.
While we have not conducted rigorous empirical studies to support our conclusion, and such studies are sorely needed in the corporate governance area, as Delaware practitioners in the corporate governance arena, our subjective experience suggests what we believe the empirical evidence would show: Directors are more aware of their responsibilities and more willing to approach those responsibilities with the commitment and sense of duty that sometimes have not been clearly in evidence in the past.
In short, the emphasis on better structure and more rigorous process in decision making is be- ginning to impact positively the substance of the decisions being made leading to tangible results both in the boardroom and the marketplace.
While much of the emphasis in this book has been on process and structure, in our view, the discipline of corporate governance has much to do with both, and both are critical to the qualitatively better decision making demanded of modern boards both by increasingly powerful shareholder groups and an active and assertive Delaware corporate judiciary
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