Greed And Corporate Failure

This book is for anyone who wants to know what truly lies behind the scandals and disasters of global business which marred the first few years of the 21st century. It examines why companies fail, finding the reasons few, yet all too common. It also explores what the prudent investor, board member or manager should be alert to but often is not.

By looking at the three most recent economic crises, the S&L crisis, the dot-com bubble, and the recent subprime mortgage disaster, the author explains why and how corporate managers led their organizations toward disasters in the long-run.

We live in an era defined by corporate greed and malfeasance—one in which unprecedented accounting frauds and failures of compliance run rampant. In order to calm investor fears, revive perceptions of legitimacy in markets, and demonstrate the resolve of state and federal regulators, a host of reforms, high-profile investigations, and symbolic prosecutions have been conducted in response. But are they enough? In this timely work, William S. Laufer argues that even with recent legal reforms, corporate criminal law continues to be ineffective. As evidence, Laufer considers the failure of courts and legislatures to fashion liability rules that fairly attribute blame for organizations. He analyzes the games that corporations play to deflect criminal responsibility. And he also demonstrates how the exchange of cooperation for prosecutorial leniency and amnesty belies true law enforcement. But none of these factors, according to Laufer, trumps the fact that there is no single constituency or interest group that strongly and consistently advocates the importance and priority of corporate criminal liability. In the absence of a new standard of corporate liability, the power of regulators to keep corporate abuses in check will remain insufficient. A necessary corrective to our current climate of graft and greed, Corporate Bodies and Guilty Minds will be essential to policymakers and legal minds alike. “[This] timely work offers a dispassionate analysis of problems relating to corporate crime.”—Harvard Law Review

The intimate, fly-on-the wall tale of the decline and fall of an America icon With one notable exception, the firms that make up what we know as Wall Street have always been part of an inbred, insular culture that most people only vaguely understand. The exception was Merrill Lynch, a firm that revolutionized the stock market by bringing Wall Street to Main Street, setting up offices in far-flung cities and towns long ignored by the giants of finance. With its “thundering herd” of financial advisers, perhaps no other business, whether in financial services or elsewhere, so epitomized the American spirit. Merrill Lynch was not only “bullish on America,” it was a big reason why so many average Americans were able to grow wealthy by investing in the stock market. Merrill Lynch was an icon. Its sudden decline, collapse, and sale to Bank of America was a shock. How did it happen? Why did it happen? And what does this story of greed, hubris, and incompetence tell us about the culture of Wall Street that continues to this day even though it came close to destroying the American economy? A culture in which the CEO of a firm losing $28 billion pushes hard to be paid a $25 million bonus. A culture in which two Merrill Lynch executives are guaranteed bonuses of $30 million and $40 million for four months’ work, even while the firm is struggling to reduce its losses by firing thousands of employees. Based on unparalleled sources at both Merrill Lynch and Bank of America, Greg Farrell’s Crash of the Titans is a Shakespearean saga of three flawed masters of the universe. E. Stanley O’Neal, whose inspiring rise from the segregated South to the corner office of Merrill Lynch—where he engineered a successful turnaround—was undone by his belief that a smooth-talking salesman could handle one of the most difficult jobs on Wall Street. Because he enjoyed O’Neal’s support, this executive was allowed to build up an astonishing $30 billion position in CDOs on the firm’s balance sheet, at a time when all other Wall Street firms were desperately trying to exit the business. After O’Neal comes John Thain, the cerebral, MIT-educated technocrat whose rescue of the New York Stock Exchange earned him the nickname “Super Thain.” He was hired to save Merrill Lynch in late 2007, but his belief that the markets would rebound led him to underestimate the depth of Merrill’s problems. Finally, we meet Bank of America CEO Ken Lewis, a street fighter raised barely above the poverty line in rural Georgia, whose “my way or the highway” management style suffers fools more easily than potential rivals, and who made a $50 billion commitment over a September weekend to buy a business he really didn’t understand, thus jeopardizing his own institution. The merger itself turns out to be a bizarre combination of cultures that blend like oil and water, where slick Wall Street bankers suddenly find themselves reporting to a cast of characters straight out of the Beverly Hillbillies. BofA’s inbred culture, which perceived New York banks its enemies, was based on loyalty and a good-ol’-boy network in which competence played second fiddle to blind obedience. Crash of the Titans is a financial thriller that puts you in the theater as the historic events of the financial crisis unfold and people responsible for billion of dollars of other people’s money gamble recklessly to enhance their power and their paychecks or to save their own skins. Its wealth of never-before-revealed information and focus on two icons of corporate America make it the book that puts together all the pieces of the Wall Street disaster.

By looking at the three most recent economic crises, the S&L crisis, the dot-com bubble, and the recent subprime mortgage disaster, the author explains why and how corporate managers led their organizations toward disasters in the long-run.

The Gray, Frieder, and Clark author team does a terrific job integrating

Driven to the Brink is a collection of short stories about corporate disasters and how inadequate governance and flawed culture caused a massive destruction of shareholder value. Look at any major corporate meltdown and two factors emerge: a failure of corporate governance and a culture where short-termism and greed are rewarded and risk is encouraged to flourish unchecked. Two years before the latest crash, Alicia Micklethwait co-wrote the best-selling Greed and Corporate Failure which examined some of the high profile corporate disasters of the early years of the 21st century. Sadly those lessons were forgotten. Companies have continued to be Driven to the Brink of disaster. Now, with co-author Patty Dimond, they examine what we must learn this time around. Drawing on in-depth case studies of the Libor scandal, Olympus, Co-op, Kids Company and others, Dimond and Micklethwait ask what have we learned and more importantly, what can we do to prevent these disasters from happening again? They also examine the large, emerging and less widely understood world of Corporate China with detailed discussion of the Lixel and Glaxo frauds. On a positive note, staying with China, they look at the story of Alibaba and ask is an ethical culture enough to protect shareholder rights?

Rigged financial markets and hopeless under-regulation on Wall Street are not new problems. In this book, Susanne Trimbath gives a sobering account of naked short selling, the failure to settle, and her efforts over decades, trying to get this fixed. Twenty-five years ago, Trimbath was working “backstage at Wall Street” when a group of corporate trust specialists told her about a problem in shareholder voting rights. When she went to senior management at Depository Trust Company (DTC), then and still the largest securities depository in the world, they brushed it off saying, “You can’t balance the world.” Ten years later, a lawyer from Texas would tell her that the same problem was about to blow up the financial markets: Wall Street brokers are using short sales and fails to deliver to grab the assets of American entrepreneurs. This is a cautionary tale. What started as a regulatory failure turned into a regulatory crisis. Shareholder democracy is in shambles. The institutions that were established to correct a problem of trade settlement failures have instead exacerbated the problem. Global financial markets may not survive what comes next.