Since the mid-1980s two crises have overtaken governance of the American corporation - the loss of competitiveness in the 1980s and the loss of investor trust in financial management in the late 1990s. This book proposes specific changes in conduct to resolve these crises, principally by putting the board of directors in charge of management. This detailed analysis and critique of performance of current governance specifies reforms that will make that possible. The reforms are tightly connected to the authors' analysis of the causes of breakdowns in the largest corporations in which management has been subject to criminal and civil investigation. INDICE 1.Introduction and Summary; I.M.Millstein & P.W.MacAvoy 2.The Current Crisis; I.M.Millstein & P.W.MacAvoy 3.The Emergence and Development of the Governance Problem; I.M.Millstein & P.W.MacAvoy 4.Conglomeration As An Example of Managerial Self Interest Sources of Accelerated Change 5.The Emergence of the Full Role of the Board of Directors 6.Has the Emergence of "New " Governance, In Terms of Board Diligence And Focus Become Observable? 7.The Ambivalent Results of Extant Research on the Impace of Strong 8.Governance on Corporate Performance; I.M.Millstein & P.W.MacAvoy 9.A New Approach for Determining the Effect of Strong Governance on 10.Corporate Performance 11.Metrics for Board Independence and Professionalism 12.Metrics For Performance 13.Methodology 14.Estimation and Analysis of the Governance/Corporate Performance Relationship 15.The Calculation of Economic Value Added 16.Superior Performance After a Change in Governance Conclusion 17.'Where Was the Board?' Share Price Collapse and the Governance Crisis of 2000-2; P.W.MacAvoy 18.The Status Quo in Corporate Governance in the 1990s Incremental Change 19.The Collapse of Enron and the Others 19.The Nine Largest Companies Investigated for Fraudulent Financial Reporting 20.Where Was the Board of Directors? 21.A Second Look at Management Out of Control 22.Proposals for