Includes index.

Introduction -- The policy, law, and market forces that have created the new era of corporate governance. What Is corporate governance and why do we care? ; The threshold question of corporate governance : for whose benefit are corporations to Be governed? ; The forces that shape corporate governance -- The board-centric corporation. The role of the board ; Assembling an effective board ; Duties, accountability, and protections of directors ; Routine board operations ; Special situations ; A digression on private companies, not-for-profits, and Congress -- Activism and the threat of shareholder-centricity. Activists and their goals and tools ; The case against shareholder-centricity -- Challenges to CEO leadership The problem ; Elements of a solution.

"The more that board members and CEOs understand their own and each other's roles, the stronger the company's performance will be in the long term. Cole draws from his long career as a corporate lawyer to set the stage in the boardroom: what the best practices are, how boards can and should be chosen, which codes of conduct are essential to maintain trust and stability. More distinctively, he also brings an inventory of experience that enriches and illuminates the book. This book is like having a mentor in your pocket"-- Provided by publisher