Gatekeepers: The Role of the Professions and Corporate Governance (Clarendon Lectures in Management Studies)

Much of the debate and investigation of corporate collapse and failure has focused on boards and directors. Not so much attention has been given to the role of those who inform and advise them: the gatekeeping professions who play a vital and influential role in modern business. In the book, John Coffee, world-renowned Professor of Corporate Law, explains how the professions have evolved, performed and changed their behavior over the last century. Coffee argues that all boards of directors are prisoners of their gatekeepers and only if the board's agents properly advise and warn it, can the board function efficiently. This well-informed, accessible and challenging account will be vital reading to all who wish to understand the contemporary business landscape and 'why the dogs didn't bark' for Enron and WorldCom. In the wake of a series of corporate governance disasters in the US and Europe which have gained almost mythic status - Enron, WorldCom, Tyco, Adelphia, HealthSouth, Parmalat - one question has not yet been addressed. A number of 'gatekeeping' professions - auditors, attorneys, securities analysts, credit-rating agencies - exist to guard against these governance failures. Yet clearly these watchdogs did not bark while corporations were looted and destroyed. But why not? To answer these questions, a more detailed investigation is necessary that moves beyond journalism and easy scapegoating, and examines the evolution, responsibilities, and standards of these professions. John C. Coffee Jr, world-renowned Professor of Corporate Law, examines how these gatekeeping professions developed, to what degree they failed, and what reforms are feasible. Above all, this book examines the institutional changes and pressures that caused gatekeepers to underperform or neglect their responsibilities, and focuses on those feasible changes that can restore gatekeepers as the loyal agents of investors. This informed and readable view of the players on the contemporary business stage will be essential reading for investors, professionals, executives and business academics concerned with issues of good governance. "In the wake of a series of corporate governance disasters in the US and Europe which have gained almost mythic status - Enron, WorldCom, Tyco, Adelphia, HealthSouth, Parmalat - one question has not yet been addressed. A number of 'gatekeeping' professions - auditors, attorneys, securities analysts, credit-rating agencies - exist to guard against these governance failures. Yet clearly these watchdogs did not bark while corporations were looted and destroyed. But why not?" "To answer these questions, a more detailed investigation is necessary that moves beyond journalism and easy scapegoating, and examines the evolution, responsibilities, and standards of these professions. John Coffee examines how these gatekeeping professions developed, to what degree they failed, and what reforms are feasible. Above all, this book examines the institutional changes and pressures that caused gatekeepers to underperform or neglect their responsibilities, and focuses on those feasible changes that can restore gatekeepers as the loyal agents of investors." "This view of the players on the contemporary business stage will be essential reading for investors, professionals, executives, and legal and business academics concerned with issues of good governance."--BOOK JACKET John Coffee, a leading international expert on business and law, traces the evolution of the four main 'gatekeeping' professions: auditors, lawyers, securities analysts, and credit-rating agencies. Against the backdrop of 'the failure of the dogs to bark' at Enron and Worldcom, he examines the role and development of these professions. - ;In the wake of a series of corporate governance disasters in the US and Europe which have gained almost mythic status - Enron, WorldCom, Tyco, Adelphia, HealthSouth, Parmalat - one question has not yet been addressed. A number of 'gatekeeping' professions - a. John Coffee traces the evolution of the four main gatekeeping professions: auditors, lawyers, securities analysts and credit-rating agencies, in the wake of corporate governance disasters, such as Enron and WorldCom