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以下内容简介

Contents Introduction 11 1 Theoretical Perspectives on Management, Governance, and Finance 15 1.1 A theory of management 15 1.1.1 Subjective knowledge and communication costs 15 1.1.2 The problem of group decision-making 16 1.1.2.1 Consensus 16 1.1.2.2 Authority 17 1.1.2.3 Autonomy 18 1.1.2.4 Opportunistic authority 18 1.2 Governance and Finance: debt vs. equity 19 1.2.1 Equity 20 1.2.1.1 Equity investments in small firms 20 1.2.1.2 Equity investments in the widely held corporation 21 1.2.2 Debt 22 1.2.2.1 The contingent contracting solution 23 1.2.2.2 A contingent transfer of property rights 23 1.2.3 Debt versus equity 24 1.2.4 Contractual safeguards of debt 25 1.2.5 Bankruptcy Law 26 1.2.6 The governance policy of debt and equity investors 27 1.3 Towards banking and relationship banking 30 1.3.1 Why banks administer debt contracts 30 1.3.2 A governance role for banks: creditor-led work-outs 31 1.4 The banking firm 33 1.4.1 The traditional view of banking and its regulation 33 1.4.2 Bank regulation as debt governance 34 1.4.3 Shareholders’ and Regulators’ Roles in Bank Governance 35 2 Bank managers between shareholders and regulators: the empirical evidence 41 2.1 Bank managers and shareholders 41 2.1.1 Expense preference 42 2.1.2 The market for control of financial institutions 43 2.1.2.1 Stock market gains 44 2.1.2.2 Cost and Profit Efficiency 45 2.1.2.3 The governance interpretation of takeover restrictions 46 2.1.2.4 Diversifying Mergers 47 2.1.2.5 The international evidence on bank mergers 48 2.1.2.6 Bank mergers and bank governance 49 2.1.3 Management ownership stakes 52 2.1.4 Management compensation 53 2.1.5 Ownership and Board Structure 54 2.1.5.1 Mutuals and stockholder-owned financial institutions 54 2.1.5.2 Institutional ownership 56 2.1.5.3 Boards of Directors of financial institutions 57 2.1.6 Management Turnover 58 2.1.7 Conclusions on the shareholder–manager conflict in banking 60 2.2 Banks and Regulators 61 2.2.1 Asset illiquidity and information opacity of bank balance sheets 61 2.2.2 Contagion after bank failures 63 2.2.3 The safety net 65 2.2.4 Bank charter value 68 2.2.5 Closure, forbearance and resolution 70 2.2.6 Bank capital regulation 71 2.2.7 Summary on banks and their regulation 73 2.3 Bank managers and regulators 74 2.3.1 Management share ownership 74 2.3.2 Management remuneration 76 2.3.3 Ownership structure 77 2.3.4 Summary on bank regulators and managers 78 2.4 Bank managers, shareholders and regulators 79 2.4.1 Monitoring banks: market and regulatory efforts 79 2.4.2 Market monitoring of banks: an assessment 82 2.4.3 Shareholder and regulator control over bank managers 83 3 Policy recommendations 85 3.1 Governance mechanisms for shareholders and regulators 86 3.1.1 The safety net 87 3.1.2 Capital structure and regulation: a self-selecting regime 89 3.1.3 Financial institution mergers 92 3.1.4 Management ownership stakes 93 3.1.5 Management incentives and remuneration 94 3.1.6 The board of directors 96 3.1.7 Ownership structure and owner identity 97 3.1.8 A consistent portfolio of governance mechanisms 98 3.2 A separate solution for small banks 100 3.3 Who is small, and who is large? 101 Concluding remarks 103 SUERF 129 SUERF Studies 131

[此贴子已经被作者于2005-10-28 17:59:33编辑过]