In the late 1990s the American corporation forged ahead in gains in efficiency and earnings performance with strong reflections in stock price appreciation. However, the events of Enron and the bursting of the bubble of unlimited increases in the price of Internet, telecom and energy company shares have caused the authors of this book to take another look at American corporate governance. The authors use a scholar-practitioner approach to show what is missing in today's corporate governance and to support a case for activating the board of directors, with leadership from an independent chair, to put new controls on management and take responsibility for the result.

Since the mid-1980s two crises have overtaken governance of the American corporation - the loss of competitiveness in the 1980s and the loss of investor trust in financial management in the late 1990s. This book proposes specific changes in conduct to resolve these crises, principally by putting the board of directors in charge of management. This detailed analysis and critique of performance of current governance specifies reforms that will make that possible. The reforms are tightly connected to the authors' analysis of the causes of breakdowns in the largest corporations in which management has been subject to criminal and civil investigation.