I. Overview

II. The Causes of Poor Performance

1. Poor Management
2. High Cost Structure
3. Inadequate Differentiation
4. Overexpansion
5. Structural Shifts in Demand and New Competitors
6. Organizational Inertia

III. Strategic Change: Improving Performance

1. Changing the Leadership
2. Changing the Strategy
3. Changing the Organization
   1. Unfreezing the Organization
   2. Movement
   3. Refreezing the Organization

IV. Stakeholders and Corporate Performance

1. Stakeholder Impact Analysis
2. The Unique Role of Stockholders
3. Profitability and Stakeholder Claims

V. Agency Theory

1. Principal-Agent Relationships
2. The Agency Problem

VI. Governance Mechanisms

1. The Board of Directors
2. Stock-Based Compensation
3. Financial Statements and Auditors
4. The Takeover Constraint
5. Governance Mechanisms Inside a Company
   1. Strategic Control Systems
   2. Employee Incentives

VII. Ethics and Strategy

1. The Purpose of Business Ethics
2. Shaping the Ethical Climate of an Organization
3. Thinking Through Ethical Problems