The Structure of the Corporation: A Legal Analysis
By Melvin Aron Eisenberg
2006/09 - Beard Books
1587982889 - Paperback - Reprint - 352 pp.
A detailed legal examination of the inner workings of the modern publicly held corporation.
This book examines the roles of officers, directors, and shareholders in the governance of the modern publicly held corporation. The book shows that these corporations are managed by the senior executives, not by the board of directors. The role of the board is not to manage, but to select the managers, monitor the managersí conduct of the corporationís business, and approve major changes in the corporationís legal or business structure. To this end, the board should be composed of a majority of independent directors, and for certain purposes those directors should be constituted as a separate corporate organ. To perform its monitoring function, the board must have reliable information on the corporationís financial performance by outside independent accountants. The book also shows that the shareholdersí voting right is very important, because with the rise of institutional shareholdings, share ownership is much more concentrated than was previously believed. Finally, the book develops the importance of appraisal rights, especially as an ultimate check on managerial conflicts of interest in structural transactions, such as mergers. This volume belongs on the shelves of lawyers and businessmen.
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Melvin Aron Eisenberg is Koret Professor of Law at School of Law, University of California, Berkeley. In addition to a distinguished teaching career, he was in private practice and also served as assistant counsel to the Presidentís commission on the assassination of President Kennedy (Warren Commission). He is the author of numerous books, and is presently a consultant to the American Bar Associationís Committee on Corporate Law.