Cases in Corporate Governance

This cases book intends to provide insights into current issues in corporate governance by examining the links between corporate governance theory, regulation and practice. It stress the conditions under which corporate governance can break down and underlines what elements are at stake in trying to define “good” governance. It is composed of three main parties. The first one contains an introduction and two didactical Chapters. One Chapter presents the corporate governance theories and discusses principal agent theory and stakeholder theory as sustainable framework for analysing corporation governance problem. The other didactical Chapter is dedicated to corporate governance regulation issues. The second part, and the main part of this book, is made of nine different cases which are: Maxwell, Polly Peck, BCCI, Enron, WorldCom, Parmalat, Eurotunnel, Barings and Schell. Some of those firms were associated to financial scandals or have influenced the corporation legislation in the UK or in the US. Some common themes tend to run through these cases, such as the unnecessarily complicated organization or companies experiencing rapid and unsustainable rate of growth. This book is pedagogically designed to encourage topical discussions in seminars and classes. Each case is written to introduce the reader to a factual “real life” episode which has corporate governance implications. The nine cases are made to reinforce the reader's knowledge and understanding of corporate governance theory and help to explain why codes and regulation are widely thought to be essential in modern business life. The third part is the last and synthesis chapter of Wearing's cases book since it attempts to draw together the arguments and issues rose in the previous (case) Chapters. It also proposes suggestions for improving corporate governance. The last Chapter can also be red scholarly as a set of theoretical proposals interesting the corporate governance field. The design of this case book seeks to help students to clarify their owns ideas about why some forms of governance can fail and to bring them to the merge of what are the possible solutions. Therefore, this cases book is an educational attempt to develop students' autonomous judgment. Deeply Wearing's book is founded on three assertions. Firstly, there is not good governance per se but only governance that fits to the organization that is supposed to govern. Secondly, the pedagogical necessity to make clear for students the importance of governance question including for their every day life as citizens or employees. Thirdly, that governance questions are not only business or technical issues but should interested the society or the people notably because of the social, economical and even political implications of the failure of corporate governance (cf. Enron). Wearing's book belongs to those works that make, more or less, “governance” synonymous with “general direction” (in its fifties acceptance). This book will bring a major help for scholars in charge of governance, finance or strategic management courses or seminars. It's also a didactical incitation to work in this passionate and fundamental question.