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.
About the Author: PAUL MACAVOY has divided his career activities among research and teaching, government service, and corporate governance. The former Dean and now the Williams Brothers Professor of Management Studies at the Yale School of Management, he has been a member of President Ford's Council of Economic Advisors and was personal economic advisor to George W. Bush before his election (where he gained notoriety as inventor of the term "voodoo economics"). Professor MacAvoy serves on the board of directors of Lafarge Corporation and previously has been on the boards of American Cyanamid, Alumax Corporation, Combustion Engineering and the Chase Manhattan Bank Corporation. He is the author of 20 books and numerous journal articles focusing on government regulation of the structure and conduct of the corporation.

IRA M. MILLSTEIN has been at the forefront of this era's corporate governance movement since its inception. He is Senior Partner of Weil, Gotshal & Manges LLP, an international law firm of over one thousand lawyers with offices in seven countries. He has counselled on corporate governance matters for more than 50 public and philanthropic boards, from General Motors to Tyco. He has chaired the Central Park Conservancy, and currently represents the Board of the Lower Manhattan Development Corporation charged with planning Lower Manhattan following 9-11. He has taught antitrust, government regulation, and corporate governance at New York University, the Harvard Kennedy School of government, the Columbia Law School, and currently The Yale School of Management. He chairs the Private Sector Advisory Group created by the World Bank and OECD to assist developing nations to improve their corporate governance practices.