Icarus in the Boardroom - David Skeel

Americans have always loved risktakers. Like the Icarus of ancient Greek lore, however, even the most talented entrepreneurs can overstep their bounds. All too often, the very qualities that make Icaran executives special self-confidence, visionary insight, and extreme competitivenessspur them to take misguided and even illegal chances. The Icaran failure of an ordinary entrepreneur isn't headline news.
But put Icarus in the corporate boardroom and, as David Skeel vividly demonstrates, the ripple effects can be profound.
Ever since the first large-scale corporations emerged in the nineteenth century, their ability to tap huge amounts of capital and the sheer number of lives they affect has meant that their executives play for far greater stakes. Excessive and sometimes fraudulent risks, competition, and the increasing size and complexity of organizations: these three factors have been at the heart of every corporate breakdown from 1873, when financial genius Jay Cooke collapsed, to the corporate scandals of the early 21st century. Compounding the scandals is an ongoing cat-and-mouse game between regulators' efforts to police the three factors that lead to Icarus Effect failures and efforts by corporate America to evade this regulation in the name of efficiency and flexibility.
These efforts to side-step oversight can rapidly spiral out of control, setting the stage for the devastating corporate failures that punctuate American business history.
But there is also a silver lining to the stunning failures: the outrage they provoke galvanizes public opinion in favor of corporate reform. The most important American business regulation has always been enacted in response to a major breakdown in corporate America.
Today's business environment poses unprecedented perils for the average American as for the first time ever, more than half of Americans now own stock.
Identifying the problems of the past, Skeel offers a strikingly new diagnosis of the fundamental flaws in corporate America today, and of what can be done to fix them.

David Skeel is the S. Samuel Arsht Professor of Corporate Law at the University of Pennsylvania. The author of Debt's Dominion: A History of Bankruptcy Law in America, he is a frequent commentator on corporate legal affairs and his op-eds have appeared in the Financial Times, Los Angeles Times, New York Times, American Lawyer, and Philadelphia Inquirer.

"An excellent historical analysis of four episodes of scandal that have roiled American business. It also provides a superb illustration of the political use to which such events have been put. The thread unifying these episodes is the Icaran executive-the consummate risk-taker and overconfident survivor of successive probationary crucibles, for whom risk-taking tends easily to transform into fraud. According to Skeel's account, the Icaran executive is thepersonification of the fundamental flaws of corporate America. And it is a convincing story. -Michigan Law Review

"In his important new book, University of Pennsylvania law professor David Skeel shows that huge corporate failures go far back in American history."-The Weekly Standard

"...[an] accessible history of bad behavior in big business and what Americans have tried to do about it."-The Philadelphia Inquirer

"Convincingly highlights deep problems yet to be resolved with the current system of investor protection."-The Washington Post

"This good book does much to illuminate the causes of corporate collapse and the challenge of controlling corporations' behavior in a world where they influence every aspect of our lives.
It deserves a wide readership - and it is an excellent read."-The Law and Politics Book Review

"In this important and highly readable book, David Skeel combines historical analysis with straight-out-of-the-headlines events to show that Enron and its ilk are part of an age-old pattern: fly to the heavens, fall to Earth, and start over.
Understanding the preconditions for corporate crisis, simply and brilliantly laid out here by Skeel, is the first step toward fixing what's wrong with Corporate America."-Mark D. West, Nippon Life Professor of Law, Universityof Michigan

"David Skeel has done a masterful job of putting the recent corporate scandals in context. His lively, accessible, and perceptive book brings an understanding of business, law, history, culture, and systems analysis and has important insights for investors, executives, policy-makers, and scholars."-Nell Minow, Editor, The Corporate Library

"David Skeel has found a fresh and incisive perspective on our recent corporate scandals. Historically, American corporate finance and law has been shaped, he argues, by the failures of bold, visionary speculators whose reckless gambles invariably attempted a bridge too far and inflicted great damage on others when they collapsed.
In turn, their debacles spurred the reforms of the Progressive Era, the New Deal and now the Sarbanes-Oxley Act. More than a capsulehistory of financial fraud, his brief study raises disturbing policy questions and suggests provocative answers, because he finds our contemporary system of corporate governance, even after Sarbanes-Oxley, to be more vulnerable to spectacular mega-failures than at any time in the past."-John C. Coffee,Adolf A. Berle Professor of Law, Columbia University

"Icarus in the Boardroom is both an insightful look at the causes and cures of American corporate scandals and a lively collection of stories of American business. Skeel's provocative book puts Enron in perspective and asks all the right questions about regulating the corporation."-Larry E. Ribstein, Richard W. and Marie L. Corman Professor of Law, University of Illinois