Round Up the Usual Suspects

Abstract

Investors and students of corporate governance need to ponder how such an immense failure of our system of corporate governance could occur. Were these lapses inherent consequences of managerial capitalism, or was this just an aberrant period of corporate excess hidden by financial exuberance? How could all the oversight systems fail at the same moment? Is this outcome endemic to absentee ownership and the separation of ownership and control? Is Wall Street merely a casino for Main Street and must governance failures be checked by layers of onerous government regulations? Is “market failure” the inevitable curse of all economic booms? Would these problems emerge again in another period of financial exuberance? The sad truth is that these problems once again emerged, as we now know.² The Credit Crisis of 2007–08 evidenced many of the same illnesses. What are the incentives that create such large episodes of corporate misgovernance?