Corruption in Corporate America Who is Responsible? Who Will Protect the Public Interest?

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ISBN: 9780761838128 | 0761838120
Cover: Paperback
Copyright: 6/13/2007

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Modern capitalism and political freedom rest on concepts of conscience and morality, and abhor concentrations of unbridled power. In America, that economic and political system developed mechanisms designed to check and balance such power. Despite those mechanisms, corporate America developed too many imperial chief executives who abused their power by engaging in a fraudulent and self-serving pursuit of wealth and perquisites. This edition deals with how this happened, how the system responded, and actions that could minimize the danger of its recurrence.

Preface	p. ix
Introduction	p. 1
The Context	p. 1
Can Free Market Capitalism and Conscience Coexist?	p. 2
Are Self-Interest and the Profit Motive Necessarily in Conflict With the Moral Claims of Conscience?	p. 3
Welfare Capitalism: Capitalism With a Conscience	p. 4
Welfare Capitalism and Checks and Balances at Work	p. 6
Management	p. 9
Management as the Repository of Organizational Power in Public Corporations	p. 9
The Separation of Shareholder Ownership and Management Control: The Relocation of Power	p. 11
The Centralization of Power in the Imperial Executive	p. 13
Power and the Self-Perception of the Imperial CEO	p. 16
B-School Education and Business Behavior	p. 17
Are Shareholder Interests and Management Incentives Aligned Through Performance-Based Compensation Plans?	p. 20
The Impact of the Sarbanes-Oxley Act	p. 25
What is the CEO Required to Know: The Cendant Case	p. 33
The Board of Directors	p. 37
Who Holds the Power?	p. 37
Clouding the Picture: Majority Control	p. 40
Board Composition: Impact of Sarbanes-Oxley	p. 46
Board Structure: Impact of Sarbanes-Oxley	p. 49
The Director's Job: Then and Now	p. 52
Examples of External Pressure: NYSE, Disney, and MBNA	p. 57
The Accountants	p. 67
The Nature of the Profession	p. 67
The Financial Accounting Standards Board	p. 70
The Importance of Estimation	p. 72
The Auditing-Consulting Conflict	p. 74
Would Disclosure Ease the Problem?	p. 76
The Impact of Sarbanes-Oxley	p. 77
International Accounting Standards	p. 82
The Lawyers	p. 85
The Concept of Law	p. 83
The Code of Conduct	p. 86
Confidentiality, Fraud, Disclosure, and Sarbanes-Oxley	p. 89
Conflicts of Interest and Disclosure	p. 92
Independence From External Power	p. 94
Zeal and the Adversarial Nature of the Judicial System	p. 95
The Class Action Suit	p. 96
The Opinion Letter	p. 98
Investment Bankers, Financial Analysts, and Institutional Investors	p. 101
Investment Bankers	p. 101
The Financial Analysts	p. 106
Institutional Investors	p. 109
The Impact of Sarbanes-Oxley	p. 115
The Regulators	p. 119
The Regulatory Objective	p. 119
The Regulatory Structure	p. 119
The SEC and the PCAOB (Also Fannie Mae and Freddie Mac)	p. 121
The States' Attorney Generals and Regulatory Agencies	p. 135
Plea Bargaining	p. 142
The Securities Exchanges	p. 145
International and National Exchange Consolidations	p. 151
Professional Associations	p. 153
Warning! Regulation is not a Final Solution: The Refco Case	p. 156
Protecting the Public Interest	p. 161
Behavior Modification	p. 161
Enhancement of Shareholder Influence Over Corporate Directors	p. 162
Improvement of Regulatory Consistency and Enforcement of the Law	p. 163
Reduction and Containment of the Power of Political Pressure by Special Interests	p. 164
Revival of a Sense of Individual Responsibility	p. 165
Strengthening the Ethical Component in B-School Education	p. 166
The Danger of Over-Regulation	p. 167
Speaking to Power	p. 169
In Defense of Sarbanes-Oxley	p. 171
To Save New York, Learn From London	p. 175
Threats to Sarbanes-Oxley: The Outlook	p. 179
An Omnibus Look at Sarbanes-Oxley	p. 179
Costliness of Sarbanes-Oxley	p. 197
Modifying the Impact of Sarbanes-Oxley	p. 201
Protecting the Public Interest: The Defenders of Sarbanes-Oxley	p. 206
Index	p. 211
About the Author	p. 231
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Corruption in Corporate America Who is Responsible? Who Will Protect the Public Interest?

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