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After Enron: Improving Corporate Law and Modernising Securities Regulation in Europe and the US

By

John Armour, Joseph A McCahery
Available here

Date published

Published by

Hart Publishing

At the end of the twentieth century it was thought by many that the Anglo-American system of corporate governance was performing effectively and some observers claimed to see an international trend towards convergence around this model. There can be no denying that the recent corporate governance crisis in the US has caused many to question their faith in this view. This collection of essays provides a comprehensive attempt to answer the following questions: firstly, what went wrong - when and why do markets misprice the value of firms, and what was wrong with the incentives set by Enron? Secondly, what has been done in response, and how well will it work - including essays on the Sarbanes-Oxley Act in the US, UK company law reform and European company law and auditor liability reform, along with a consideration of corporate governance reforms in historical perspective. Three approaches emerge. The first two share the premise that the system is fundamentally sound, but part ways over whether a regulatory response is required. The third view, in contrast, argues that the various scandals demonstrate fundamental weaknesses in the Anglo-American system itself, which cannot hope to be repaired by the sort of reforms that have taken place.
 

Authors

John Armour

Professor of Law and Finance
University of Oxford, Faculty of Law
Fellow, Research Member

Joseph McCahery

Professor of International Economic Law and Professor of Financial Market Regulation
Tilburg University Faculty of Law and Tilburg Law and Economics Center
Research Member

Ronald Gilson

Charles J. Meyers Professor of Law and Business
Columbia Law School & Stanford Law School
Fellow, Research Member

Reinier Kraakman

Ezra Ripley Thayer Professor of Law
Harvard Law School
Fellow, Research Member

Donald C Langevoort

David Skeel

S. Samuel Arsht Professor of Corporate Law
University of Pennsylvania - School of Law
Research Member

Simon Deakin

Professor of Law and Director, Centre for Business Research
University of Cambridge
Research Member

Suzanne J Konzelmann

Guido Ferrarini

Emeritus Professor of Business Law
University of Genoa
Fellow, Research Member

Paolo Giudici

Professor of Business Law
Free University of Bozen-Bolzano
Research Member

John Coffee

Adolf A. Berle Professor of Law
Columbia Law School
Fellow, Research Member

Lucian Bebchuk

James Barr Ames Professor of Law, Economics, and Finance
Harvard Law School
Fellow, Research Member

William Bratton

Nicholas F. Gallicchio Professor of Law Emeritus
University of Pennsylvania Carey Law School
Research Member

Bernard Black

Nicholas J. Chabraja Professor
Northwestern University Law School and Kellogg School of Management Law School
Fellow, Research Member

Brian Cheffins

S J Berwin Professor of Corporate Law
Faculty of Law, Cambridge University
Fellow, Research Member

Michael Klausner

Nancy and Charles Munger Professor of Business and Professor of Law
Stanford Law School
Research Member

Richard C Nolan

Paul Davies

Emeritus Professor of Corporate Law; Senior Research Fellow
University of Oxford
Fellow, Research Member

Klaus Hopt

Emeritus Professor
Max Planck Institute for Comparative and International Private Law
Fellow, Research Member

John Armour

Professor of Law and Finance
University of Oxford, Faculty of Law
Fellow, Research Member
Eilis Ferran

Eilis Ferran

Professor of Company and Securities Law
University of Cambridge Law Faculty and Centre for Corporate and Commercial Law (3CL)
Fellow, Research Member

Luca Enriques

Professor of Business Law
Bocconi University, Department of Legal Studies
Fellow, Research Member

Reviews

This collection of papers by leading US and European corporate law scholars provides fresh and rigorous analyses of the recent corporate governance scandals and the strategies devised by regulators to guard against future governance failures.

— Randall Thomas, John Beasley Professor of Law and Business, Vanderbilt University School of Law, Vanderbilt University.
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