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ix | |
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xi | |
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1 The Growing Imbalance between Value Creation and Value Extraction |
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1 | (13) |
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1.1 From Retain-and-Reinvest to Downsize-and-Distribute |
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1 | (5) |
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1.2 Innovative Enterprise and Shareholder Value |
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6 | (2) |
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1.3 The Value-Extracting Insiders, Enablers, and Outsiders: The Organization of this Book |
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8 | (6) |
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2 The Business Enterprise as a Value-Creating Organization |
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14 | (27) |
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2.1 The Schumpeterian Challenge |
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14 | (1) |
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2.2 The Illogical Neoclassical Theory of the Optimizing Firm |
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15 | (5) |
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2.3 The Theory of Innovative Enterprise and Social Conditions for Value Creation |
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20 | (7) |
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2.4 The Innovative Enterprise and its Societal Institutions |
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27 | (14) |
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3 The Stock Market as a Value-Extracting Institution |
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41 | (28) |
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3.1 The Separation of Ownership and Control |
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42 | (4) |
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3.2 The Five Functions of the Stock Market |
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46 | (3) |
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3.3 The Changing Functions of the Stock Market as Influences on the Creation-Extraction Imbalance |
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49 | (14) |
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3.4 Maximizing Shareholder Value as an Ideology of Value Extraction |
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63 | (6) |
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4 The Value-Extracting Insiders |
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69 | (21) |
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4.1 Corporate Resource Allocation and Productive Capabilities |
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69 | (3) |
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4.2 The Changing Drivers of the Stock Market: Innovation, Speculation, and Manipulation |
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72 | (10) |
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4.3 The Anatomy of Stock-Based Compensation |
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82 | (8) |
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5 The Value-Extracting Enablers |
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90 | (37) |
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5.1 Origins of Shareholder Democracy and New Deal Financial Regulation of Institutional Investors |
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90 | (4) |
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5.2 The Growing Voting Power of Institutional Investors |
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94 | (5) |
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5.3 The Evolution of Institutional Activism |
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99 | (12) |
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5.4 Why has Institutional Activism Gone Astray? |
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111 | (16) |
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6 The Value-Extracting Outsiders |
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127 | (29) |
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6.1 Origins and Expansion of Hedge-Fund Activism |
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127 | (10) |
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6.2 Hedge-Fund Activists' Methods of Predatory Value Extraction |
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137 | (4) |
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6.3 Carl Icahn as a Corporate Raider |
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141 | (5) |
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6.4 Carl Icahn as a Hedge-Fund Activist |
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146 | (10) |
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7 Innovative Enterprise Solves the Agency Problem |
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156 | (36) |
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7.1 Agency Theory and the Persistence of Managerial Power |
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157 | (3) |
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7.2 The Purported Efficiencies of Hedge-Fund Activism |
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160 | (7) |
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7.3 Financial Flows and Innovative Enterprise |
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167 | (19) |
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7.4 Replace Agency Theory with Innovation Theory |
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186 | (6) |
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8 Reversing Predatory Value Extraction |
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192 | (15) |
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8.1 Rescind SEC Rule 10b-18 |
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193 | (2) |
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8.2 Redesign Executive Pay |
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195 | (2) |
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8.3 Reconstitute Corporate Boards |
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197 | (5) |
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8.4 Reform the Corporate Tax System |
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202 | (1) |
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8.5 Redeploy Corporate Profits and Productive Capabilities |
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203 | (4) |
Bibliography |
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207 | (20) |
Index |
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227 | |