From the category archives:

Sarbanes-Oxley

Bank of America – SEC Settlement | Problem #2 (The Houdini Effect)

February 11, 2010

Regulators and the investing public need to demand that boards of directors be placed on the front line of accountability and not be allowed to slip away from scrutiny like some escape artist in a circus act. The SEC’s settlement with Bank of America, still to be approved by the court, raises another question beyond [...]

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Risk: The Rodney Dangerfield of the Subprime Boardroom

April 22, 2008

Care about risk was not permitted to intrude upon the holiday from reality many boards chose to take in the years leading up to their subprime cataclysm, which is why the credit crisis of 2008 can be traced to a complete failure of corporate governance. There is a common theme emerging from the subprime debacle [...]

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Prisoners of Irony: America and the Fallout from the Bear Stearns Bailout

March 17, 2008

Americans cannot permit free enterprise to reign just when CEOs and companies are making piles of money only to have it replaced by socialism when they are teetering on disaster. It was the kind of deal you might expect to see among business and government cronies in China. A large bank gets into trouble. Another [...]

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The Short-Term Memory Problems at AIG (and other Boardrooms)

February 12, 2008

Until directors actually do their jobs when it comes to risk, instead of merely boasting about them, disaster will be the inevitable intruder in the slumbering boardroom. AIG, the giant insurance company which specializes in the assessment of risk, has accounting problems –again. This time, auditors discovered “material weaknesses in its internal controls.” The cost [...]

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Outrage of the Week: The Directors Who Slumbered While Merrill Lynch Steered into its Subprime Iceberg

January 18, 2008

The fact that Merrill’s risk committee did not function shows that this company was governed by a board that failed utterly in its duty to investors. The magnitude of the losses was staggering on its own: nearly $10 billion for the final quarter of 2007. That was on top of the $2.3 billion loss for [...]

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New Posting on Harvard Law School Blog

November 1, 2007

The corporate governance blog of Harvard Law School is running another guest column by me, this time on the Countrywide Financial meltdown. I introduce some issues about the company’s decidedly subprime corporate governance and CEO compensation practices which have not been raised anywhere before, except at Finlay ON Governance, as our consistently astute readers already [...]

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Change Needed for Merrill Lynch’s Board, Too

October 31, 2007

We’re batting 1000 so far in the prediction department regarding recent developments at Merrill Lynch. Now that the board has shown former CEO E. Stanley O’Neal the door, it needs to do some retooling itself, especially when it comes to its oversight culture, which was pretty limp in supervising Mr. O’Neal.

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Paulson Still Tilting at Wall Street’s Windmills

May 24, 2007

After raising the alarm some months ago over what he termed a crisis of competitiveness facing Wall Street, and endorsing the recommendations of a blue ribbon committee on capital market reform, U.S. Treasury Secretary Henry Paulson recently formed —you guessed it— yet another committee to look into the problem. Crisis? The only crisis is the [...]

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Europe’s Business Scandals Makes SOX Look Good

May 2, 2007

Kickbacks, slush funds, sex scandals. No, it’s not business as usual in Washington D.C.; it’s business in top European companies. Siemens, Volkswagen and now BP have all been implicated in conduct at the top that has brought shame to those companies and disgrace to senior managers. The latest is the abrupt “resignation” of BP chairman [...]

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