Introduction

Almost every day we see the startling headlines: “Thousands lose retirement funds in collapse of company.” “Accounting firm shreds documents.” “Top executive commits suicide as investigation widens.” “President pardons tax evader.” “Police officer admits taking bribe.” “Priest confesses to murder.” “Crematory operator faces 339 charges of theft by deception.” “Quality of surgical facilities woefully inadequate.” “Conflicts cloud objectivity of corporate boards.” “Directors’ conflicts of interest often buried deep in firms’ SEC filings.” “Buffett tells directors to really dog auditors.”

Tyco, Enron, Adelphia, WorldCom, Arthur Andersen, Merrill Lynch, ImClone Systems, Global Crossing—the deeds and misdeeds of corporate officers have ...

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