Abstract
Extract The Sarbanes-Oxley Act of 20021 (SOA) is the US Congress’ principal response to the failures of corporate governance dramatically evidenced by the collapse of Enron. As it introduces stringent disclosure, transparency and reporting requirements supported by severe criminal sanctions levelled at corporate executives, SOA appears to be a very serious attempt to protect investors and so strengthen the US corporate system. However, for those familiar with the literature of corporate governance the suspicion immediately arises that measures of this sort targeted at corporate executives may be fruitless and, therefore, that no matter how fierce its formal provisions, SOA may prove to be merely the latest in a long line of corporate governance initiatives which have failed to remedy the serious defects which we have known since at least Adam Smith are inherent in the joint stock form. Fearing this to be the case, we will argue that, as an alternative to the extension of the accepted models of corporate governance, consideration should be given to reducing or eliminating the ability of executives to pursue the advantages of limited liability.
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