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This is a book of essays that addresses a species of regulation: the regulation of our public utilities. These providers of electricity, gas, telecommunications, and water support our local, regional, national, and international economies. Our lives depend on their performance. Defining and demanding that performance is the job of regulators. Regulators set standards, compensate the efficient, and penalize the inefficient. These standards, compensation, and penalties align private behavior with the public interest. In my 30 years' close-up experience working with regulators, I have been consistently impressed by the power of personal attributes. The public battles feature the parties, their hired experts, and their attorneys. But when the record closes and deliberations begin, the focus shifts to the commissioners. Case outcomes are determined not only by facts, law, and policy, but also by commissioners' attributes--attributes like purposefulness, decisiveness, independence, creativity, ethics, and courage. These attributes, or their absence, influence the actions of regulators--such as whether they "balance" and "preside" or whether they set standards and lead. And even the most purposeful, educated, decisive, and independent regulators--those who make the tough calls and take the right actions--face obstacles: the forces of self-interest and provincialism that can undermine the high purpose of regulation.
What happens when electric utility monopolies pursue their acquisition interests—undisciplined by competition, and insufficiently disciplined by the regulators responsible for replicating competition? Since the mid-1980s, mergers and acquisitions of U.S. electric utilities have halved the number of local, independent utilities. Mostly debt-financed, these transactions have converted retiree-suitable investments into subsidiaries of geographically scattered conglomerates. Written by one of the U.S.’s leading regulatory thinkers, this book combines legal, accounting, economic and financial analysis of the 30-year march of U.S. electricity mergers with insights from the dynamic field of behavioral economics.
Even in the wake of the biggest financial crash of the postwar era, the United States continues to rely on Securities and Exchange Commission oversight and the Sarbanes-Oxley Act, which set tougher rules for boards, management, and public accounting firms to protect the interests of shareholders. Such reliance is badly misplaced. In Corporate Governance, Jonathan Macey argues that less government regulation--not more--is what's needed to ensure that managers of public companies keep their promises to investors. Macey tells how heightened government oversight has put a stranglehold on what is the best protection against malfeasance by self-serving management: the market itself. Corporate governance, he shows, is about keeping promises to shareholders; failure to do so results in diminished investor confidence, which leads to capital flight and other dire economic consequences. Macey explains the relationship between corporate governance and the various market and nonmarket institutions and mechanisms used to control public corporations; he discusses how nonmarket corporate governance devices such as boards and whistle-blowers are highly susceptible to being co-opted by management and are generally guided more by self-interest and personal greed than by investor interests. In contrast, market-driven mechanisms such as trading and takeovers represent more reliable solutions to the problem of corporate governance. Inefficient regulations are increasingly hampering these important and truly effective corporate controls. Macey examines a variety of possible means of corporate governance, including shareholder voting, hedge funds, and private equity funds. Corporate Governance reveals why the market is the best guardian of shareholder interests.
How to structure the leadership of large corporations - and specifically whether to split or combine the roles of Chairman and CEO - remains an active and often controversial question.Under recent shareholder pressure, Walt Disney Company preemptively amended its corporate governance guidelines to require the board of directors to provide annual justification whenever the roles are combined, as they currently are. At Disney and an increasing number of major corporations, the board is obligated to revisit the structure question on a regular basis.One of a board's most fundamental responsibilities is putting in place the best leadership team possible, and there's no easy answer to the structure question. The trend is toward splitting the Chairman and CEO roles, as activist shareholders and corporate governance monitors generally prefer. But there are very successful companies with firm allegiance to keeping the roles combined. And less successful companies have compounded their business problems by changing the structure at each wrong turn.In order to cast new and up-to-date light on the question of whether and when to change the Chairman-CEO structure, we studied the experience of the Fortune 100 over the last decade and more. In this report we share our observations, conclusions, and recommendations regarding leadership structure, including the increasingly important role of independent Lead Director whenever the Chairman and CEO roles are combined. I hope you find this report informative and useful, and welcome the opportunity to discuss its findings and implications.
Dr. Listenberger is a visionary. He doesnt change what you see; he changes how you see it. Learn to focus on the results you want. See how to influence change in people, groups and organizations by repeating feed-back loops of Lead - Driving Actions to Outcomes. Use the axiom Ask-Act-Reward to direct others toward their successes. Sharing this process with others can leverage your success as well as build lasting friendships. Give the world your gift of leadership. Change lives. Change the future. Change the world. Part I starts with an inventory of who you are and how to mold yourself into the leader you want to be. Learn the theory of feed-back loops to implement change. Part II is about combining your strengths with the strengths of others to influence and change volunteer non-profit organizations from local to international.
Called to Preside is a complete guide to the art and craft of presiding at public prayer. Theresa Cotter lays a solid groundwork for those new to the study of liturgy and encourages novice presiders with numerous suggestions for practicing presiding skills. This handbook will serve as an invaluable reference and resource throughout your presiding ministry. Topics include: -the call to preside; -common words with special meanings in the context of liturgy; -the presider as a person of prayer; -signs and symbols; -liturgical essentials; -methods to sharpen presiding skills; -the public prayer of the faith community; -tips for meeting ongoing presiding challenges; -a wealth of resources for continued growth and learning. In the introduction, Cotter writes, ÒWe need to learn about liturgy, about symbols, rituals, and rites. We need to learn about presiding and practice its skills. We need to evaluate our own giftedness and remain open to the workings of the Holy Spirit. Above all we need to pray. . . . This handbook will help in both the discerning process and the learning process. It can enable us to respond with wisdom, courage, generosity, confidence, and enthusiasm. If our call to preside is authentic, the Spirit will ignite within us a desire to preside and to preside well. The most tentative maybe will be transformed into an enthusiastic yes.Ó
As the first woman to be appointed President of the UK Supreme Court, Brenda Hale was one of the UK's most high profile and influential judges, and she is among the most powerful women leaders of our time. For almost half a century, she pioneered as an educator, reformer, and decision-maker, leaving a distinct mark on the law and the lives of many. In commemoration of her recent retirement from the Supreme Court, this collection celebrates her long and illustrious career. Organised by thematic chapters and featuring original research from leading academics, judges and lawyers, this book offers a comprehensive account of Lady Hale's achievements and enduring impact. The contributors, many of whom were her peers and colleagues, demonstrate how Hale forged her own path within male-dominated institutions, carved a space for herself and others, and, ultimately, endeavoured to promote justice for everyone.
Corporate Governance examines in an extraordinarily practical and accessible way the legal concerns of today’s shareholders, stakeholders, directors, officers, and their counsel, with a special emphasis on drafting documents and developing procedures to anticipate and prevent problems. Designed for real-world application by students, practitioners, executives, investors, and activists, the text includes excerpts from only the most important judicial decisions. Extensive notes and analyses provide context from courts, commentators, institutional investors, proxy advisors, stock exchange requirements, and businesspeople. Dozens of examples “ripped from the headlines,” or taken from corporate documents, the “Great Books,” or pop culture illustrate and illuminate key principles. Appendices offer detailed information to establish, support, and advance the reader’s career in corporate governance practice. New to the Third Edition: Composite provisions, offset in text boxes, patterned on the corporate governance guidelines of major corporations, identify the issues in and approaches to drafting such documents. New appendices discussing: On Preparing and Presenting “Actionable” Advice, for both executives and their counsel (Appendix B), and Ten Tips for Transparency in Posting Core Corporate Documents Online (Appendix C); and a fully updated list of Recommended Resources for Corporate Governance Research (Appendix A). In Chapter 1, enhanced discussion and examples of themes and trends in the study, theory, and practice of corporate governance. Throughout Chapter 2, expanded treatment of the directors’ responsibility to monitor and reduce risks (including special issues of cybersecurity); and analyses of the rules of conduct for board meetings, of variable/differential voting powers of directors; and of emergency bylaws. In Chapter 3, new discussions of meetings in “executive session,” and of the viability of a policy against a company’s directors’ dating each other; and additional material on: constraints on executives’ “private” activities and statements; special responsibilities of members of the audit committee; and the composition and role of the executive committee. In Chapter 4, updated discussions of virtual meetings of shareholders, of the rules of conduct for shareholder meetings, and of forum selection provisions for intracorporate litigation; and new sections on “loyalty shares”/“tenure voting,” on fee-shifting provisions, and on mandatory arbitration provisions. In Chapter 5, new examinations of: increased efforts (and mandates) to diversify the composition of boards; the “financial literacy” requirement for (some) directors; enabling the CEO also to serve as the board chair; the role of the “executive chair”; “golden leashes” for directors; the roles and responsibilities of advisory board members, advisory directors, emeritus directors, honorary directors, and board observers; proxy access proposals; and “refreshing” the board through age and term limits for directors. In Chapter 6, expanded discussions of clawbacks, restrictions on executives’ pledging and hedging company stock, Key Employee Retention Plans (KERPs) in bankruptcy situations, “golden hellos,” and “say on pay” litigation; and an analysis of the recent requirement of “pay ratio disclosure.” In Chapter 7, updated material on ESG (Environmental, Social, and Governance) issues, and on social enterprises such as benefit corporations and Certified B Corporations. In Chapter 8, a new discussion of the role and relationship to corporate counsel, of the chief compliance officer. Professors and students will benefit from: References to more than 200 newly added decisions. Identification of hundreds of intriguing topics for papers and/or blogs. Comparisons and contrasts of the governance practices supported by institutional investors, proxy advisors, and stock exchanges. A practice-ready, drafting-oriented approach to the systems, structures, and strategies of corporate governance.