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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.
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).
