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Why did the financial scandals really happen? Why are they continuing to happen? In The Death of Corporate Reputation, Yale's Jonathan Macey reveals the real, non-intuitive reason and offers a new path forward. For more than a century, law firms, investment banks, accounting firms, credit rating agencies, and companies seeking regular access to U.S. capital markets made large investments in their reputations. They treated customers well and sometimes endured losses in transactions or business deals in order to sustain and nurture their reputations as faithful brokers and “gate-keepers.” This has changed completely. The existing business model among leading participants in today’s capital markets no longer treats customers as valued clients whose trust must be earned and nurtured but as one-off “counter-parties” to whom no duties are owed and no loyalty is required. The rough-and-tumble norms of the marketplace have replaced the long-standing reputational model in U.S. finance.
This book describes the transformation in American finance from the old reputational model to the existing laissez faire model and argues that the change came as a result of three factors: (1) the growth of reliance on regulation rather than reputation as the primary mechanism for protecting customers; (2) the increasing complexity of regulation, which made technical expertise rather than reputation the primary criterion on which customers choose whom to do business with in today’s markets; and (3) the rise of the “cult of personality” on Wall Street, which has led to a secular demise in the relevance of companies’ reputations and the concomitant rise of the individual “rain-makers” reputation as the basis for premium pricing of financial services. This compelling book will drive the debate about the financial crisis and financial regulation for years to come--both inside and outside the industry.
Chapter 1: The Way Things Used to Work: Reputational Theory and Its Demise 7
Chapter 2: Thriving the New Way: With Little or No Reputation--The Goldman Sachs Story 29
Chapter 3: The Way Things Used to Be: When Reputation Was Critical to Survival 55
Chapter 4: Individual Reputation Unhinged from the Firm: Hardly Anybody Goes Down with the Ship 83
Chapter 5: Proof in the Pudding: Michael Milken, Junk Bonds, and the Decline of Drexel and Nobody Else 103
Chapter 6: The New, Post-Reputation Wall Street: Accounting Firms 123
Chapter 7: The New, Post-Reputation Wall Street: Law Firms 149
Chapter 8: The New, Post-Reputation Wall Street: Credit Rating Agencies 165
Chapter 9: The New, Post-Reputation Wall Street: Stock Exchanges 191
Chapter 10: The SEC and Reputation 215
Chapter 11: The SEC: Captured and Quite Happy About It 231
Chapter 12: Where We Are and Where We Are Headed: A Conclusion of Sorts 253