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CORPORATE GOVERNANCE AND
THE LEGAL ENVIRONMENT
During recent years, investors and the general public have been stunned by spec-
tacular examples of corporate wrongdoing at Enron Corp., Tyco International, and
WorldCom Group, to name just a few examples of gregarious management
malfeasance. In each case, fraudulent transactions had the effect of enriching man-
agement at the expense of stockholders, employees, and the general public. More
than just a glitch in the system, these examples of criminal behavior by the top
management of leading corporations reflect a breakdown in what is called the cor-
porate governance system. The corporate governance ...