Jack Coffee asks why auditors, attorneys, securities analysts, investment bankers, and government regulators have failed to keep corporations on the straight and narrow.
From Morningside Heights in Upper Manhattan, the home of Columbia University, John C. Coffee looks over the state of corporate governance today, and he doesn't like what he sees. There are such prominent disasters as Enron and WorldCom, of course, but they have plenty of company.
Who is to blame for such debacles? Many point to the boards of directors of the culpable companies, others to rogue executives, still others to "the system." Coffee comes up with a different answer by asking the question: Where were the gatekeepers—the watchdogs—when such companies went off the rails? Where were the professionals who advise and inform the directors, the professionals whom investors trusted to look out for their interests? Why did they fall down on their job?
Coffee answers those questions in his closely reasoned and sharply worded Gatekeepers: The Professions and Corporate Governance (Oxford). He is scrupulously fair in his assessments and appears to take no joy in apportioning blame. Still, what emerges is an indictment of several professionals who seemingly were willing to risk what should have been their most precious possession: their reputations.
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