The defining dynamics of corporate governance : purposes and priorities. -- The board's powers and processes (I) : duty of due care : preparations and precautions. -- The board's powers and processes (II) : duty of loyalty-predispositions and preclusions. -- The role of shareholders : proxies and proposals. -- Nominating, electing, and removing directors : prerequisites and performances. -- Compensating directors and officers appropriately : payments and perquisites. -- Corporate social responsibility : profit-maximizing vs. philanthropy. -- Special considerations of legal ethics : professionalism and privilege. -- Comparative corporate governance : pathways and possibilities. -- Does good corporate governance pay? : predictions and proofs.