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Recent business scandals point to a disturbing breakdown of values in corporate America. This book responds to the crisis by examining the responsibilities of "gatekeepers" -- corporate directors, regulators, auditors, lawyers, investment bankers, and business journalists -- who stand between corporate misconduct and the public. The essays, by prominent scholars and practitioners, argue that market pressures have made gatekeepers too focused on financial self-interest and too heedless of the public good to live up to society's legitimate expectations. A key part of the book is a set of recommendations for enhancing gatekeeper professionalism. These range from specific steps for improving boards of directors to a call for the investment banking community to establish a uniform code of conduct and articulate its obligations to the investing public.

This book grew out of the Corporate Responsibility Project undertaken by the American Academy of Arts and Sciences. The contributors come from institutions ranging from Wall Street and the nation's leading law and business schools to the AFL-CIO; they include such prominent figures as John S. Reed of the New York Stock Exchange, investment banker Felix Rohatyn, corporate lawyer Martin Lipton, and media commentator and professor of journalism Geneva Overholser.

Introduction 1 (8)

PART I MANAGERS: BEYOND REGULATION

CHAPTER 1 The Inevitable Instability of American Corporate Governance

CHAPTER 2 Values and Corporate Responsibility: A Personal Perspective

CHAPTER 3 Management as a Profession

PART II REIMAGINING GATEKEEPER IDENTITIES

Regulators

CHAPTER 4 The Regulators and the Financial Scandals

Corporate Directors

CHAPTER 5 The Professionalization of Corporate Directors

Comment: Should Directors Be Professionals?

Comment: Professionalization Does Not Mean Power or Accountability

Comment: The Limits of Corporate Law in Promoting Good Corporate Governance

Auditors

CHAPTER 6 The Auditor as Gatekeeper: A Perilous Expectations Gap

Comment: The Audit and the Auditor's Central Role

Lawyers

CHAPTER 7 Professional Independence and the Corporate Lawyer

Comment: The Dubious History and Psychology of Clubs as Self-Regulatory Organizations

Investment Bankers

CHAPTER 8 The Financial Scandals and the Demise of the Traditional Investment Banker

Comment: Toward A Higher Standard of Conduct in Investment Banking

Journalists

CHAPTER 9 Journalists and the Corporate Scandals: What Happened to the Watchdog?

PART III REPORT OF THE AMERICAN ACADEMY'S CORPORATE RESPONSIBILITY STEERING COMMITTEE

Corporate Responsibility Steering Committee

Steering Committee Report and Recommendations

About the Co-Chairs

About the Authors

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作者介绍：Jay W. Lorsch

Jay W. Lorsch is Louis Kirstein Professor of Human Relations at the Harvard Business School.

书籍介绍

Recent business scandals point to a disturbing breakdown of values in corporate America. This book responds to the crisis by examining the responsibilities of "gatekeepers" -- corporate directors, regulators, auditors, lawyers, investment bankers, and business journalists -- who stand between corporate misconduct and the public. The essays, by prominent scholars and practitioners, argue that market pressures have made gatekeepers too focused on financial self-interest and too heedless of the public good to live up to society's legitimate expectations. A key part of the book is a set of recommendations for enhancing gatekeeper professionalism. These range from specific steps for improving boards of directors to a call for the investment banking community to establish a uniform code of conduct and articulate its obligations to the investing public.This book grew out of the Corporate Responsibility Project undertaken by the American Academy of Arts and Sciences. The contributors come from institutions ranging from Wall Street and the nation's leading law and business schools to the AFL-CIO; they include such prominent figures as John S. Reed of the New York Stock Exchange, investment banker Felix Rohatyn, corporate lawyer Martin Lipton, and media commentator and professor of journalism Geneva Overholser.