On corporate governance, you are more than right. Where are the D&O liability insurers on this one? The only way to reign in BoD’s (so long as that Delaware “business judgment” rule sticks, which basically means that as long as you fog up a mirror at the board meeting, you’re ok), is to have liability of majority shareholders to minority shareholders.

It’s the separation of powers — officers, directors, and shareholders. If the D’s and O ‘s are all in cahoots, then it’s up to the shareholders.

The US is bad, but Europe is worse, with all the interlocking directorates. If one mega European company falls, they all do.

On the enforcement compensation tied to the value of the fine, I appreciate the sentiment, but respectfully disagree with the concept. If I’m in the enforcement division and know that if I lay off the enforcement for the next few quarters I’ll get a job with big time pay, short term compensation doesn’t matter. There’s no way public compensation can match private pay.

I think enforcement should be whistleblowers and private Attorneys general actions, with mandatory attorney fees if you win. There. That puts all the out of work lawyers back at their desks. There should be a high threshold for even getting in the courthouse door (pleading names, dates, places, specifics), and the precise harm to shareholders. Plus, California style – SLAPP anti-SLAPP — strategic lawsuit against public policy. If a whistleblower is sued to shut them up, you can anti-SLAPP them (stall out the lawsuit until they prove up their case, so they have to say why they’re trying to shut you up).

Yikes I’ve written yet another manifesto.

Corporate governance – particularly the Boards of Directors – needs to be seriously reformed so that it’s more than a part-time gig buddy system. Perhaps also in the case of lottery-jackpot-sized compensation for CEOs, etc. there needs to be some sort of liability brought in – run the company into the ground and that person’s assets can be seized.