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Post-Enron Reflections on Comparative Corporate Governance

In the heated debate of the last fifteen years over which of the world’s many different corporate governance systems are best, the shareholder primacy advocates thought they had won at the turn of the century. Now, in 2002, the helium has come out of the formerly high-flying technology and information infrastructure sectors that were leading the U.S. economic expansion in the 1990s, and the Enron fiasco and accounting scandals at numerous other U.S. corporations have exposed deep flaws in the system that had been held up as the model for all the world to follow. Many possible lessons can be drawn. At least one is that the high-powered incentives provided by stock option compensation may produce perverse behavior that can, in turn, undermine institutional arrangements that support and foster mutual trust and cooperation. The study of corporate governance must focus on more than just how to get management to maximize value for shareholders. It must also be about the human institutions that bind people together in cooperative relationship over long periods of time.