ABSTRACT

Corporate reform efforts have been passionately pursued by generations of law professors, self-styled reformers like Ralph Nader, state pension plans, members of Congress, the Securities and Exchange Commission (SEC), and wolf packs of attorney generals. The reformers claim purity in their motives, which have encompassed a wide range of causes, including protecting investors, increasing auto and worker safety, preserving the environment, and opposing war. Government regulators have been quite willing to act as enforcer for the reformers. Numerous companies played the short-term earnings game created by the full disclosure system administered by the SEC by managing their earnings through various and sometimes dubious means. The SEC has refused to accept this practical limitation on the role of the auditor.