Since the mid-1980s two crises have overtaken governance of the American corporation - the loss of competitiveness in the 1980s and the loss of investor trust in financial management in the late 1990s. This book proposes specific changes in conduct to resolve these crises, principally by putting the board of directors in charge of management. This detailed analysis and critique of performance of current governance specifies reforms that will make that possible. The reforms are tightly connected to the authors' analysis of the causes of breakdowns in the largest corporations in which management has been subject to criminal and civil investigation.

List of Figures and Tables Preface Introduction and Summary; I.M.Millstein & P.W.MacAvoy The Current Crisis; I.M.Millstein & P.W.MacAvoy The Emergence and Development of the Governance Problem; I.M.Millstein & P.W.MacAvoy Conglomeration As An Example of Managerial Self Interest Sources of Accelerated Change The Emergence of the Full Role of the Board of Directors Has the Emergence of "New " Governance, In Terms of Board Diligence And Focus Become Observable? The Ambivalent Results of Extant Research on the Impace of Strong Governance on Corporate Performance; I.M.Millstein & P.W.MacAvoy A New Approach for Determining the Effect of Strong Governance on Corporate Performance Metrics for Board Independence and Professionalism Metrics For Performance Methodology Estimation and Analysis of the Governance/Corporate Performance Relationship The Calculation of Economic Value Added Superior Performance After a Change in Governance Conclusion 'Where Was the Board?' Share Price Collapse and the Governance Crisis of 2000-2; P.W.MacAvoy The Status Quo in Corporate Governance in the 1990s Incremental Change The Collapse of Enron and the Others The Nine Largest Companies Investigated for Fraudulent Financial Reporting Where Was the Board of Directors? A Second Look at Management Out of Control Proposals for Reform of Corporate Governance; I.M.Millstein & P.W.MacAvoy New Expectations for Improved Performance in Boards of Directors Appendix A: Technical Implementation Issues in the Analysis of EVA for CalPERS related companies Appendix B: Database of EVA Estimates References