Corporate Governance Regulation: How Poor Management Is Destroying the Global Economy

Overview

Praise for Corporate Governance Regulation

"Nicholas Vakkur has written an excellent critique of Sarbanes-Oxley and has made a very useful contribution, correctly pointing out that Sarb-Ox requirements would not have prevented some of the staggering corporate stock market losses that preceded the adoption of those requirements, or those that have come since—in part, because they were caused by intentional management activities, not unintended and undetected failures in control. As Vakkur points out, Sarb-Ox is ...

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Corporate Governance Regulation: How Poor Management Is Destroying the Global Economy

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Overview

Praise for Corporate Governance Regulation

"Nicholas Vakkur has written an excellent critique of Sarbanes-Oxley and has made a very useful contribution, correctly pointing out that Sarb-Ox requirements would not have prevented some of the staggering corporate stock market losses that preceded the adoption of those requirements, or those that have come since—in part, because they were caused by intentional management activities, not unintended and undetected failures in control. As Vakkur points out, Sarb-Ox is 'impotent in the face of managerial override.'"

—Robert Grady, Chairman, New Jersey State Investment Council; Managing Partner, Cheyenne Capital Fund; former chairman, National Venture Capital Association; Lecturer in Public Management, Stanford Graduate School of Business; and member of the Management Committee, The Carlyle Group

"Professor Vakkur makes a timely and vital contribution, showing how transparency can be achieved through developing an ethical climate rather than through a focus on regulation. This makes it essential reading for policymakers, students, and those in the corporate world."

—Des Laffey, Senior Lecturer, Kent Business School, UK; Co-Editor in Chief, Journal of Strategic Management Education

"For those who seek to be informed about the need to change accounting . . . this is a promising and potentially valuable study addressing issues that are timely and relevant."

—Gary John Previts, E. Mandell de Windt Professor, Case Western Reserve University

"This book is unique, as it seeks a restoration of the prior focus on ethical development (e.g., common within the U.S. prior to the 1950s), that trumps complex legal machinations as an efficacious means of achieving 'transparent' financial markets."

—Teresa T. Kaldor, PhD, former task manager of public sector reforms, USAID project (Manila, Philippines)

"In this era of heightened regulation, we must critically analyze previous regulations to understand whether the objectives have been achieved, to improve or eliminate existing regulations, and to serve as a guide as more regulations are promulgated. Professor Vakkur's analysis provides an innovative and fresh look at whether Sarbanes-Oxley achieved its objectives of corporate transparency and accountability."

—Michael H. Messaglia, Partner, Krieg DeVault LLP

"Vakkur's extensive research, valuable insights, and evaluation tools will help companies and their stakeholders."

—Timothy H. Carmon, CPA financial reporting/risk manager for a leading Fortune 500 firm

"The impact of comprehensive financial regulations, properly envisaged at the global level, is not confined to the home country, write Nicholas Vakkur and Zulma Herrera. . . . A useful read for financial researchers."

—D. Murali, Deputy Editor, The Hindu Business Line

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Product Details

  • ISBN-13: 9781118496374
  • Publisher: Wiley
  • Publication date: 1/29/2013
  • Series: Wiley Finance Series , #839
  • Edition number: 1
  • Pages: 269
  • Product dimensions: 6.00 (w) x 9.10 (h) x 1.20 (d)

Meet the Author

NICHOLAS V. VAKKUR is the founder of Vakkur.org, a non-partisan think tank that helps corporations manage risk while positively influencing corporate governance policy. Widely published in leading U.S. and international scholarly journals, Mr. Vakkur has been cited before the U.S. Supreme Court, the U.S. Senate, the U.S. Department of Justice, and various foreign entities; has been covered frequently in the news media; and has been invited to speak to Wall Street CEOs. He is an assistant professor of accounting at Trident University and has served as the CFO of a global nonprofit organization. Mr. Vakkur graduated summa cum laude from the University of Notre Dame and has a master's degree in public policy.

ZULMA J. HERRERA, while with Goldman Sachs, participated at a senior level in various mergers of global corporations. Ms. Herrera has worked in-house with the executive teams of two global corporations and has served in a variety of senior roles within the technology industry. A noted corporate governance scholar, Ms. Herrera serves as the CEO of Vakkur.org, which enables corporate clients to manage risk effectively. Ms. Herrera graduated with honors from the University of Notre Dame and is acquiring an MBA.

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Table of Contents

Preface ix

Introduction xiii

CHAPTER 1 Virtue Lost 1

Introduction 1

Methodology 4

Methodological Limitations 4

The Modern Corporation and Virtue 5

The Policy Framework 26

Conclusions 41

CHAPTER 2 An Introduction to WorldCom: A Policy Primer 47

Introduction 47

WorldCom 48

The Source of Conflict 50

Rules versus Laws 51

The Case for Intentionality 53

Regulatory Contribution 55

WorldCom as a Basis for the Sarbanes-Oxley Act 56

CHAPTER 3 The Enactment Process 59

Introduction 59

The Enactment Process 62

The Law’s Effects 69

Current Arguments in Favor of the Sarbanes-Oxley Act 75

Institutional Precedents 78

CHAPTER 4 CEO Perception 81

Summary 81

Introduction 81

Summary of Relevant Literature 82

Survey 83

Results 84

Discussion 88

Appendix to Chapter 4 89

CHAPTER 5 Sarbanes-Oxley’s Effect on Investor Risk 97

Summary 97

Introduction 98

Extending CAPM 99

Hypotheses 100

Evaluation of Risk 102

Estimation and Results 105

Discussion 114

CHAPTER 6 An Audit of Sarbanes-Oxley 125

Introduction 125

A Conceptual Foundation 126

Internal Controls 128

The Audit Framework 130

Effect on Unintentional Sources of Error 134

Effect on Corporate Malfeasance 138

Conclusions 146

CHAPTER 7 The Underlying Vision 149

Econometrics in Policy Analysis 149

A Model Predicated on ‘‘Unobservables’’ 151

Conclusions 165

CHAPTER 8 The Argument for Accountability 169

Introduction 169

Professional Liability 170

Policy Misuse 172

The Case for Culpability 174

The Improbability of Accountability 177

Conclusions 180

CHAPTER 9 Why Sarbanes-Oxley? 183

Introduction 183

Methodology 186

The Port Huron Statement 190

Why Sarbanes-Oxley? 202

Notes 205

About the Authors 263

Index 265

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