TY - JOUR T1 - Adjusting the Machine JF - Special Issues SP - 21 LP - 26 VL - 2003 IS - 2 AU - Ira M. Millstein Y1 - 2003/09/21 UR - https://pm-research.com/content/2003/2/21.abstract N2 - When a system breaks down, a common way to fix it is to look at the various machines that comprise the system, see what went wrong with each machine, and then adjust each part accordingly. Rather than focusing on “macro” machines such as fiscal, tax, and regulatory schemes, this article focuses on the “micro” machines: the corporation itself and various other machines that service it such as law firms, accounting firms, and investment banks. Greed and conflict recently have prevented every one of these machines from functioning properly. The corporate machine, particularly the board of directors, needs to work better if our free capital market system is to continue. In the post-Enron environment, directors who do not attempt to prevent self-dealing, misuses of corporate assets, and other forms of injury to the corporation may face liability for their behavior toward the shareholders. A board needs to ensure it has the necessary information about the company's business, strategy, risks, personnel, potential failures in performance, reporting systems, and other potential issues. A separate and independent leader is needed to help the entire board gather that information and to help set the board's agenda. To get the information it needs about the business and its risks, the board also needs to establish relationships with lower-level managers. ER -