What Every Manager Should Know About the Law The rash of corporate scandals in recent years underscores a fact too often ignored in the business world: flouting the law holds serious consequences. Indeed, all it takes is one rogue trader, one greedy executive, or one misinformed manager to place an entire organization at risk. But respected legal expert Constance E. Bagley argues that staying out of trouble is only part of the picture when it comes to legality in business. In Winning Legally, Bagley shows how managers can proactively harness the power of the law to maximize corporate value, marshal human and financial resources, and manage risk. Through scores of classic and contemporary examples across the business landscape, this no-nonsense guide completely reframes the relationship of law to business. Bagley explains how managers can use the law as a strategic tool to help select and work effectively with legal advisers, spot legal issues before they become problems, weigh the legal risks of specific opportunities, and more. Ultimately, the responsibility for making tough business decisions lies with managers-not with lawyers. This timely book shows how managers can combine business audacity and vision with integrity and respect for the law to build truly great and enduring firms.
Pay without Performance presents a disconcerting portrait of executives' power to influence their own pay -- and of the structural defects in corporate governance that give them this power. As this book demonstrates, boards have persistently failed to negotiate at arm's length with the executives they are meant to oversee. Lucian Bebchuk and Jesse Fried give a richly detailed account of how pay practicesfrom option plans to retirement benefits have decoupled compensation from performance and camouflaged both the amount and performance-insensitivity of pay. They show that flaws in pay arrangements and the pay-setting process have been widespread and systemic. These problems have hurt shareholders both by increasing pay levels and, even more importantly, by leading to practices that dilute and distort managers' incentives. By studying pay arrangements, Bebchuk and Fried open a window through which they identify some basic problems with our reliance on boards as guardians of shareholder interests. And the solution, the authors argue, is not merely to make boards more independent of executives as recent reforms attempt to do; rather, boards should also be made more dependent on shareholders by eliminating the arrangements that entrench directors and insulate them from their shareholders. A powerful critique of executive compensation and corporate governance, Pay without Performance points the way to restoring corporate integrity and improving corporate performance.
