Acknowledgments

First and foremost, we would like to thank Michelle E. Gutman of the Stanford Graduate School of Business, without whom this book would not have been possible. Michelle provided incredible support throughout this project and was instrumental at each step of the way, from concept and outline, to research, editing, and production. Her incredible work ethic and positive attitude are a model that researchers should strive to emulate, and our work and lives have been greatly enhanced because of her.

We would also like to thank the many experts who provided insight, commentary, and feedback to this work. In particular, we would like to thank Michael Klausner (Stanford Law School), who was invaluable in clarifying legal constructs—particularly those described in Chapter 3, “Board of Directors: Duties and Liability,” and Chapter 11, “The Market for Corporate Control.” Priya Cherian Huskins (Woodruff-Sawyer & Co) was similarly invaluable in clarifying indemnifications and D&O insurance. Stephen Miles (The Miles Group), and Thomas Friel (Heidrick & Struggles) provided real-world insight into CEO succession planning, the executive recruitment process, and the labor market for directors. Ira Kay (Proxy Governance) provided important contextual understanding of executive compensation. Abe Friedman (CamberView Partners) helped us understand proxy voting from an institutional investor perspective.

The factual depth of this book would not have been possible without the generous resources made available to us by Stanford University. We would like to extend a special thank you to Arthur and Toni Rembi Rock for their generous funding of governance research through the Rock Center for Corporate Governance at Stanford University. We have been greatly enriched through the collaboration this center has allowed, particularly with our colleagues Robert Daines, Joseph Grundfest, Daniel Siciliano, and Evan Epstein. Thank you also to Dean Garth Saloner of Stanford Graduate School of Business for his support of the Corporate Governance Research Initiative. We appreciate the resources and collaboration provided by Wendy York-Fess and our colleagues in the Centers and Initiatives for Research, Curriculum & Learning Experiences (CIRLCE) at Stanford Graduate School of Business. We would also like to thank David Chun and Aaron Boyd (Equilar) for providing some of the compensation data used in the book.

We are grateful to Christopher Armstrong, Maria Correia, Ian Gow, Allan McCall, Gaizka Ormazabal, Daniel Taylor, Youfei Xiao, Anastasia Zakolyukina, and Christina Zhu for their excellent assistance and thoughtful conversations about corporate governance. They also tolerated the idiosyncrasies of the lead author, for which he is particularly thankful.

Thank you to Sally Larcker for her rigorous and methodical editing of this work as we approached publication, and to Jeannine Williams for her diligent assistance throughout this project.

We are grateful to the high-quality support provided by Jeanne Levine, Lori Lyons, Kitty Wilson, Paula Lowell, and others at Pearson. We would like to thank Stephen Kobrin for encouraging us to write this book.

Finally, thank you to our families—Sally, Sarah, Dan, Amy, and Alexa—who love and support us each day.