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June 03, 2024

New ABA book explores complex board-management relationship in corporate governance

CHICAGO, June 3, 2024 ─ The American Bar Association Business Law Section has released a new book, “Corporate Governance: Understanding the Board-Management Relationship,” that provides a candid analysis of corporate management, the legal liability of directors and officers, and how today’s corporate board has evolved and changed dramatically.

The book presents an economics-based legal and business perspective of essential elements of organization governance, which enables lawyers to develop a comprehensive, strategic view of organizational responsibilities.

Beginning with a discussion of economic fundamentals and specific legal issues underlying organization governance, the authors address board-management relationships, in addition to:

  • The need to shift from a governance structure based on tone at the top to a structure based on substantive checks and balances.
  • Information gaps often facing boards and their committees.
  • Drilling into the monitoring of cash flows, the responsibilities of the board, the chief legal officer, the chief financial officer and others.
  • An organization’s intellectual capital and the requirements for board and management action and interaction.
  • What the future holds when reviewing current issues such as environmental, social and governance (ESG) investing and the evolution of governance responsibilities.
  • The developments of corporate governance and what it means for prosecuting or defending corporate litigation arising from governance issues.

The book has four authors: H. Stephen Grace, founder and president of H.S. Grace & Company, Inc., Houston; Suzanne Gilbert retired vice chair-WW CFO at Initiative Media, Chicago; Joseph P. Monteleone, principal at Catamount Service, LLC, Edison, New Jersey; and S. Lawrence Prendergast, chair of the Turrell Fund, Morristown, New Jersey.

Title:                            Corporate Governance: Understanding the Board-Management Relationship”
Publisher:                    ABA Business Law Section
Pages:                          120 pages
Product Code:             5070825
ISBN:                            9-781-63905-434-3
Size:                             7x10
Binding:                       Paperback
Price:                            $79.95
Orders:                         800-285-2221 or

What others are saying about “Corporate Governance: Understanding the Board-Management Relationship:”

“The authors have provided a valuable guide for board members and senior management who want to be prepared for our ever-changing legal environment. This well-written book provides practical examples of how implementing the proper governance structure and corporate culture can help prevent an organization from facing litigation and allow them to successfully defend it, if they do. It is written in a style that makes complex governance issues and case law easy to understand.”
 ─ Raymond DeCarlo, CPCU, senior vice president, Berkley Professional (A Berkley Company)

“Corporate governance issues are important and the processes that companies use to make sure they comply with these critical issues can make a difference in situations where potential litigation is involved. Good governance processes can protect management, the company’s board members and the company in settling claims and avoid potential and actual litigation. In “Corporate Governance: Understanding the Board-Management Relationship,” expert corporate governance advisors provide valuable, practical advice on ways to effectively improve the inner workings of directors and officers with legal counsel, management and executives.”
 ─ Jeff Curtiss, board of directors (retired), KBR, Inc.

“This book is a multifocal look at corporate governance designed to show a company’s management team, board members and legal counsel that effective oversight and governance are timely and good business for organizations. The book opens with a series of cases examining the successes and failures of a number of Caremark claims then moves through the evolution of the board and board committee’s responsibilities to conclude that ‘tone at the top’ is only one aspect of good governance. Effective governance incorporates substantive checks and balances derived from careful and rigorous stress testing of the corporate governance structures. There is an abundance of examples and cases throughout the book to illustrate how governance plays a pivotal role in litigation.”
─ Johnnie Williams, Ph.D., Professor of Business Strategy, Jesse H. Jones School of Business, Texas Southern University

Editor’s note: Author interviews and review copies of this book are available by emailing Katrina Krause at [email protected]. If you publish a review of this book, please send tear sheets or a copy for our files to Katrina Krause, ABA Business Law Section, 321 N. Clark St., Chicago, IL 60654.

The ABA is the largest voluntary association of lawyers in the world. As the national voice of the legal profession, the ABA works to improve the administration of justice, promotes programs that assist lawyers and judges in their work, accredits law schools, provides continuing legal education, and works to build public understanding around the world of the importance of the rule of law. View our privacy statement online. Follow the latest ABA news at and on X (formerly Twitter) @ABANews.