This long-awaited second edition book is a primer on corporate governance for large, publicly held companies in the United States-the system that defines the distribution of rights and responsibilities among different participants in a corporation, and spells out the rules and procedures for making decisions on corporate affairs. As with any complex system, corporate governance functions best when all of its constituent elements work in harmony, when each performs its assigned role, with the right incentives, properly aligned interests, and the right tools for the job. The turbulent history...