Gatekeepers The Professions and Corporate Governance

Much of the debate and investigation of corporate collapse and failure has focused on boards and directors. Not so much attention has been given to the role of those who inform and advise them: the gatekeeping professions who play a vital and influential role in modern business.
In the book, John Coffee, world-renowned Professor of Corporate Law, explains how the professions have evolved, performed and changed their behavior over the last century. Coffee argues that all boards of directors are prisoners of their gatekeepers and only if the board's agents properly advise and warn it, can the board function efficiently.
This well-informed, accessible and challenging account will be vital reading to all who wish to understand the contemporary business landscape and 'why the dogs didn't bark' for Enron and WorldCom.

In the wake of a series of corporate governance disasters in the US and Europe which have gained almost mythic status - Enron, WorldCom, Tyco, Adelphia, HealthSouth, Parmalat - one question has not yet been addressed. A number of 'gatekeeping' professions - auditors, attorneys, securities analysts, credit-rating agencies - exist to guard against these governance failures. Yet clearly these watchdogs did not bark while corporations were looted and destroyed. But why not? To answer these questions, a more detailed investigation is necessary that moves beyond journalism and easy scapegoating, and examines the evolution, responsibilities, and standards of these professions. John Coffee, world-renowned Professor of Corporate Law, examines how these gatekeeping professions developed, to what degree they failed, and what reforms are feasible. Above all, this book examines the institutional changes and pressures that caused gatekeepers to underperform or neglect their responsibilities, and focuses on those feasible changes that can restore gatekeepers as the loyal agents of investors. This informed and readable view of the players on the contemporary business stage will be essential reading for investors, professionals, executives and business academics concerned with issues of good governance.

1 - Introduction
2 - The Failure of Gatekeepers
3 - Explaining Gatekeeper Failure?
4 - A Comparative Perspective
5 - The Rise, Fall, and Redefinition of the Auditor: From Bookkeeper to Professional to Information Consultant
6 - Corporate Attorneys as Gatekeepers: The Short History of a Developing Concept
7 - Securities Analysts
8 - The Ratings Agencies
9 - What Went Wrong?
10 - What Should Work? (And How to Get There)
11 - Conclusion: The Future of Gatekeeping

John Coffee is the Adolf A. Berle Professor of Law at Columbia University Law School and Director of its Center on Corporate Governance. Listed by the National Law Journal as one of 'The 100 Most Influential Lawyers in the United States', he is a Fellow of the American Academy of Arts and Sciences, a leading international authority on business and the law, corporate governance, and securities regulation, and has served on a wide range of corporate and governmental boards. His previous publications include Cases and Materials on Securities Regulations (with Seligman, 9th ed. 2003), Knights, Raiders, and Targets: The Impact of Hostile Takeover (with Lowenstein and Rose-Ackerman, 1988), Cases and Materials on Corporations (with Choper and Gilson, 6th ed. 2004), and Business Organization and Finance: Legal and Economic Principles (with Klein, 9th ed. 2004).