DHARMASHASTRA NATIONAL LAW UNIVERSITY,

JABALPUR

PROJECT ON

CASE STUDY ON FAILURE OF CORPORATE GOVERNANCE AND

ACCOUNTABILITY: IN THE CONTEXT OF SATYAM AND ENRON

SUBMITTED TO: SUBMITTED BY:

Mr. ANAND KUMAR SINGH YASH PRATAP SINGH NARWARIA

ASSISTANT PROFESSOR LL.M 037/2021

DHARMASHASTRA NATIONAL LAW UNIVERSITY

JABALPUR
 CONTENT

Serial No. Title Page

1 ABSTRACT

2 CHAPTER 1: INTRODUCTION

STATEMENT OF PROBLEM

RESEARCH OBJECTIVE

RESEARCH QUESTIONS

3 CHAPTER 2: CORPORATE GOVERNANCE

2.1 DEFINING CORPORATE GOVERNANCE

2.2: FAILURE OF CORPORATE GOVERNANCE

4 CHAPTER 3: ENRON SCANDAL

5 CHAPTER 4: SATYAM SCAM

CHAPTER 5: EFFECT OF ENRON AND SATYAM SCANDAL ON

6
CORPORATE GOVERNANCE

7 CHAPTER 6: CONCLUSION

8 BIBILIOGRAPHY
ABSTRACT

Corporate governance is a very new concept in this corporate world. It is a set of rules,
regulations, work ethics that a corporation that needed to be followed. It helps in achieving
what the company needs to achieve in an ethical way without hampering the interest of the
stakeholders. Failure to follow them has devastating consequences. In this paper, we will study
corporate governance and the consequences of corporate governance. We will study the failure
of corporate governance in the case of Enron and Satyam and what steps that the government
took to prevent such scandals.

CHAPTER 1: INTRODUCTION

Every company require a set of rules, regulation and work ethics which is needed to be followed
to run the company and achieve what it intends to. So, it is very important to have a set of rules
and regulations which it can strictly follow to achieve its goals. This set of rules, practices by
which a company is controlled and directed to achieve its goal is known as corporate
governance.

Failure of corporate governance can have a catastrophic consequence for the company and
everyone who is directly or indirectly related to that company. History has been witnessed to
some of the biggest corporate scandals due to the failure of corporate governance. In this paper,
the researcher will analyze the failure of corporate governance and accountability in the case
of Enron and Satyam. Both of them were very big and successful companies, but due to the
greed to earn more money there was a serious violation of rules, regulations and business ethics
by the members of the company which led to the scams. This was a major failure of corporate
governance.

STATEMENT OF PROBLEM

Corporate governance is very important for the company as a company is not just a profit-
making body but also responsible to its members, to society, and the country at large. Failure
of corporate governance can create havoc for which all the stakeholders including the investor
and the economy of the country have to face the consequences. This is very evident in the case
of Satyam Scam and Enron Scam.

Satyam Computer Services was an IT service company founded in 1987, by 2008 it earned
revenues of over $2 billion. It was one of the top five companies in India during 2008. But in
2009 a big scam came to the light, which was committed by its chairman B Ramalinga Raju
and some of the members of the company. Due to this, the stakeholders were at loss and most
of the employees lost their jobs. Similar was the case of Enron. It was an American energy,
commodities, and services company. Even if it was a successful company but in 2001 the
company declared itself bankrupt. Subsequently, it was revealed that even if the financial
record were showing that it was gaining profit but the company was suffering heavy losses.
Which was due to the use of accounting loopholes, special purpose entities, and poor financial
reporting which hide billions of dollars in debt from failed deals and projects.

RESEARCH OBJECTIVE

• To study the impact of failure corporate governance.

• To analyze Satyam scam and Enron scam.
• To examine the steps taken by the authorities to prevent corporate scams.
• To analyze role of SEBI in Satyam and Enron scam

RESEARCH QUESTIONS

1. What is SEBI in corporate governance and accountability?

2. What is the importance of corporate governance?
3. What leads to the failure of corporate governance and accountability in respect of
Satyam and Enron?
4. What changes in legislation took place after the Satyam scam and Enron Scam in India
and the US respectively?
CHAPTER 2: CORPORATE GOVERNANCE

2.1 DEFINING CORPORATE GOVERNANCE

Before we discuss the failure of corporate governance, we need to understand what is corporate
governance. Corporate governance is a very broad term. It could be categorized broadly into
categories that is two parts. The first part is focused on the set of behavioral patterns and the
second one is focused on the normative framework. Corporate governance as per the set of the
behavioral pattern is concerned is the actual behavior of the corporation and the treatment of
the other shareholders and as per the normative framework are the set of rules under which the
company operates, the role of the executive in determining the performance of the company,
the relationship between labor policies and firm performance, and the role of multiple
shareholders1.

“Corporate governance gives a corporation the desired direction by determining ways to take
effective strategic decisions. When there is effective corporate governance and it is strictly
complied with then it helps a corporation reduce the problems in an organization and facilitate
smooth functioning of the corporation. Corporate governance has a very wide scope and it
includes both social and institutional aspects. It promotes a trustworthy and ethical
environment. The core principles of corporate governance are transparency, disclosure,
accountability, and integrity. Legislation cannot ensure good governance. Good governance
flow from ethical business practice even when there is no legislation.2”

2.2: FAILURE OF CORPORATE GOVERNANCE

The failure of corporate governance has been in debate whenever there is a securities market
scam in the country. The debate mainly arose during the 1992 Harshad Mehta scam where a
large section of the investor population was defrauded. Failure of corporate governance means
the failure of the internal or external machinery or both that controls the interests of the
investors in the market and at the same time regulates the market for better output. There are a
number of reasons for the failure of corporate governance. It occurs majorly due to two major
reasons. The first is the failure to separate ownership from management. The second is a

1
Stijn Claessens, ‘Corporate Governance and Development’ (2006)21(1) Oxford University Press (2006) 91-
122 <https://www.jstor.org/stable/40282344> Accessed on 1 December 2021
2
https://www.icsi.edu/media/webmodules/publications/EGAS_04_Sep_14 pdf.pdf
decentralized and porous regulatory system.3 The separation of ownership from the
management of the company means that shareholders have little or no say in the management
of the company. This means that persons who hold interests in the company are precluded from
holding key managerial positions in the company. This helps in the operation of large-scale
firms, easy entry and exit in the market diaspora and availability of liquid capital to present the
needs of the market are some of the key reasons for which the ownership and management of
the company are shifted. The provisions regarding the same are present in the Securities
Contract Regulation Act, 1956 which refers to this as demutualisation. 4 But the presence of
this system is still to be made sure in the market scenario. The second is the absence of a
decentralized and porous regulatory system which means that the system of regulation is more
concentrated in the hands of a single regulatory system. In the case of India, SEBI serves as
the single regulatory system which poses a threat to corporate governance because it does not
deal well with companies based on sectorial initiative. In this context, it is also provided that
in India, the company structure is always more embedded in the family structure which makes
it difficult for the segregation of ownership and management.5 In this regard it is required to be
provided that there are certainly other challenges to corporate governance that include the lack
of incentives for the firms and managers to make a robust corporate governance mechanism
(internal mechanism), underdeveloped external monitoring system (external mechanism) and
shortage of qualified independent directors.6 These are the major reasons for which the scams
have taken place in India. In the case of Satyam, these failures of the corporate governance
mechanism were used by the perpetrators to siphon out money in the name of redundant family-
based company. The response timing in the case of Satyam scam has been questioned. This led
to the loss of crucial evidence and a problem in locating the bank statement of the company.7

CHAPTER 3: ENRON SCANDAL

Enron Corporation was an American based energy company based in Houston, Texas. It was
founded in 1985 by Kennathy Lay. It was the company that was framed after the merger of two

3
M. J. Roe, ‘The inevitable instability of American corporate governance’ (2005) 1(1) Corporate Governance
Law review 1-19
4
S. 2(ab)
5
Nandini Rajgopalan and Yang Zhang, ‘Recurring failures in corporate governance: A global disease?’ (2009)
52 Business Horizons- Elsevier 545-552
6
Ibid
7
R. Dubey, ‘Create a special force’ (2009) Business World 64-65
small regional companies; Lay’s Houston Natural Gas and InterNorth. After the merger, the
company was named HNG/InterNorth Inc. Kennathy spent over $100,000 to change the name
of the company to Enron. Initially, Enron was a pipeline company then it gradually moved into
other areas of business. In 1999, the company launched its broadband services. Subsequently,
it launched Enron Online which was the company’s website for trading commodities. This soon
became one of the largest business sites in the world. A large part of the income of company
came from Enron Online. Enron was rapidly growing and it became one of the largest
companies of USA. While the company was growing Lay Appointed McKinsey & Co. to assist
him in managing the growing company. He also assigned Jeffrey Skilling to help in managing
the company. Skilling was young and talented and had a background in n banking and asset
and liability management, for Enron it was a revolutionary step. Skilling provided a
revolutionary step in Enron’s business. Skilling created a gas bank. It was a vast network of
buying and selling of natural gas, Enron would bus gas from a large number of suppliers and
sell it to a large number of customers. In this strategy they would buy a large amount of gas
and contractually guarantee both the supply and the price, charging fees for the transactions
and assuming the associated risks. Through using Skilling’s strategy, the company produced
new products and a new paradigm for the industry which is known as, ‘the energy derivative.’
Lay was very impressed with this and he created a new division of the company, Enron Finance
Co. in 1990 and appointed Skilling to run it. Soon this new company dominated the market of
natural gas as it was having the maximum customer in the market. It was a successful company
with maximum contact and supply than any other competitors in the market at that time. Being
at the dominating position the company could predict the price guaranteeing profit. Skilling
started to change the corporate culture of Enron to match with the changing business of the
company. Skilling has introduced the harshest employee ranking system; the employee was
ranked according to their performance and those who score low are fired immediately.

US market during the 1990s was experiencing the longest bull market in history. Everywhere
in the was the opportunity of growth, especially in the energy market. Skilling convinced Lay
to that the gas market concept could be applied in the case of the electricity market. In 1997
Enron acquired electric utility company Portland General Electric Corp. It was developed into
Enron Capital and Trade Resources, which turned out to be the largest wholesale buyer and
seller for natural gas and electricity. Enron Online was created in 1999, which was an electronic
commodity trading website, it turned out to be a huge success, handling about $335 billion in
online commodity trade in 2000. This was the internet era and Enron has decided to build a
high-speed broadband telecommunications network and to trade network capacity and
bandwidth. It had planned to the same strategy that it had used in the energy market, but this it
was not that successful8.

Enron used mark to market accounting. Mark to market accounting, “In mark to market
accounting practice the value of the asset is reflected as determined by the current marketing
conditions. The market value is determined based on what a company would get for the asset
if it was sold at that point in time9. At the end of the fiscal year, a company's balance sheet
must reflect the current market value of certain accounts. Other accounts will maintain their
historical cost, which is the original purchase price of an asset10.” Through mark to market
accounting, it appeared that it worth more in paper than it is actually is.

In the beginning of 2001, the price of electricity began to fall and the world economy headed
into recession. This reduced the profit-making capacity of Enron.

Enron was using a special-purpose entity. Special purpose entities are subsidiaries created for
the purpose of isolating financial risks. They have separate legal status. It can be used to
execute risky projects by reducing the negative impact on the finance of the parent company
and its investor. The stock of Enron was raising rapidly, it transferred most of the stock to a
special purpose vehicle, taking cash or a note in return. The special purpose vehicle uses the
stock for hedging the asset that was held in the company’s balance sheet. Enron guaranteed the
special purpose vehicle’s value to reduce the risk. When there was a fall in the price of the
stock of Enron it was followed by the value of special purpose vehicles followed. This was one
of the tricks used by Enron and this use of a special purpose entity has the maximum
contribution in its fall.

The financial statement of the company was very hard to understand. This cast doubt on both
the quality of the company’s earning as well as the business purpose of the transaction. Lay
announced his retirement in February 2001 and made Skilling the CEO, Skilling said that stack
value should be trading at around $126 per share when the actual value was around $80 per
share. Within a short period of time, the value of the share fell by 30%. Enron was facing
various operational challenges like logistical difficulties in operating a new board

8
C. William Thomas, ‘The Rise and Fall of Enron’ (2002), Journal of Accountancy 41-48
9
Alicia Tuovila, ‘Mark to Market Accounting’ (Investopedia, 7 March, 2021) <Mark to Market (MTM)
Accounting Definition (investopedia.com)> Accessed 8.12.2021
10
ibid
communication trading unit and the loss from the Dabhol Power Project. Subsequently,
Skilling resigned citing personal reasons and sold 450000 shares of the company. Enron then
on Oct 16 announced that it had suffered the loss of around one billion because of poorly
performing businesses. On October 17 the company has changed administrator plans for its
employee’s pension plan. The workers were prevented from selling their share for 30 days.
Such a decision had raised suspicion on the company. The company announced that SEC was
reviewing Enron’s transaction with its partners especially the partnership owned by Fastow.
Enron on Nov 8 announced a restatement of its financial statement back to 1997 and
recommended adjustment from those years that was recommended by Arthur Andersen LLP,
the auditor of Enron which the company had considered immaterial. This led to another big
loss of $591 million and added to this another loss of $628 million at the end of 2000. This
brought the stock price to less than $10 per share. The company tried to merge with Dynegy, a
smaller cross-town competition but it was cancelled because Enron did not fully disclose its
off-balance-sheet debt. On November the stock of Enron fell to 26 cents per share and in
December Enron filed for bankruptcy protection.

CHAPTER 4: SATYAM SCAM

Satyam Computer Services Limited (hereinafter referred to as Satyam), which in now known
as Mahinda Satyam, was an Indian IT company in Hyderabad, India. Satyam computers Ltd
was incorporated on 24th June of 1987 by, B Rama Raju and B Ramalinga Raju. It is a private
limited company. Initially, it had only 20 employees. It provided software development and
consultancy services to large corporations. It got listed in Indian Stock Exchange in 1992. The
promoter of the company, Mr. Byrraju Ramalinga Raju, at the same time was holding the post
of Chairperson and CEO. According to the articles of the company, its aim was limited to the
rendering of Information Technology [IT] services and also was to operate as a Business
Process Outsourcing [BPO]. In a small amount of time, Satyam Computer grew drastically.
Within four years they got their Fortune 500 customers. It became the 4th largest IT company
among 67 countries in the ambit of IT computer market trading. Mr. Rama Raju won,
‘Entrepreneur of The Year’ in 2007. Satyam was awarded Global Peacock Award’ for global
excellence in corporate accountability. Starting from 2003 till 2008 the company had grown
drastically attracting customers from all over the world11. The company has generated Rs.

11
Madan Bhasin, ‘Corporate Accounting Scandal at Satyam: A Case Study of India's Enron’ (2013) 1(12)
European Journal of Business and Social Sciences <https://www.researchgate.net/publication/271133751>
Accessed 9 Dec 2021
25,415.4 million in total sales in 2003-04. The revenue of the company grew over three time
by 2008. The share price of the company that was 138.08 INR increased to 526.25 INR12. That
is a 300% improvement in share price after nearly five years. From these figures, it is clear that
has generated significant growth in this time. It had become a superstar in the IT market at that
time. If you go by the number then it is exceptionally good growth for a company. But these
numbers are deceiving. It is not what it seems from the numbers. The company’s records were
manipulated there was a huge gap in what the situation actually was and what it seems from
the record. The case of Satyam was known as Indian Enron.

Everything was going smoothly but it was just an illusion. The real picture of the company was
only known to the mastermind of this scandal, Mr. Ramalinga Raju. If he had been successful
in filling up the gap that he created in the financial record of the company, then one would have
known about this scandal. All of these came to the light on 7 January 2009. Mr. Ramalinga
Raju sent a letter to the Satyam Computers Limited Board of Directors mentioning all the
manipulations done by him in the records of the company and confessing that he has been
doing for all these long periods of time. Subsequently, he also sent a copy to SEBI to start the
required proceeding could be started to save the company. He stated that he had overstated
assets on Satyam’s balance sheet by $1.47 billion. The bank loans and cash that the company
claims to on did not exist. This was of amount $1.04 billion. The company underreported the
liability on the balance sheet. Satyam had exaggerated income every quarter multiple time in
these many years. Raju and the company have used various different techniques to commit the
fraud. “Using his personal computer, Mr. Raju created numerous bank statements to advance
the fraud. Mr. Raju falsified the bank accounts to inflate the balance sheet with balances that
did not exist. He inflated the income statement by claiming interest income from the fake bank
accounts. Mr. Raju also revealed that he created 6000 fake salary accounts over the past few
years and appropriated the money after the company deposited it. The company’s global head
of internal audit created fake customer identities and generated fake invoices against their
names to inflate revenue. The global head of internal audit also forged board resolutions and
illegally obtained loans for the company”13

12
Ibid

13
S. Ramachadran, “Raju Brings Down Satyam, Shakes India,” (2009) Asia Times Online Ltd. <S.
Ramachadran, “Raju Brings Down Satyam, Shakes India,” Asia Times Online Ltd., 2009. www.a.times.com -
References - Scientific Research Publishing (scirp.org)> Accessed 11 Dec 2021
Satyam Computers-Service Ltd saw exponential growth during 2000. At that time the company
was under the guidance of Ramalinga Raju. During 200 there started a real estate bloom all
over India. Ramalinga Raju observer this loom in the real estate market of India and he was
inclined to invest and gain profit from this real-estate boom. But this was not possible without
a large sum of money. This was the trigger point where he started to think of the way in which
he can gain a lot of money in a short amount of time. Since Satyam computers was under his
guidance, he saw the ways in which he can use the company to his advantage. His plan was to
show that the company was exponentially growing to the outer world and collect the investment
from everyone which will ultimately lead to an increase in the share price of the company.
When the share price increases, he can use them to get the loan from the bank and he can also
pledge them to raise fund to invest in real estate.

Ramalinga Raju used many creative accounting methods to execute his plan

He used a web of 356 companies to divert the funds from Satyam. Then they publish inflated
finance. An amount of Rs 1230 crores of loan was taken from these companies, this was also
not mentioned in the account book and this amount was used to purchase land. Ramalinga Raju
cooked up the account book and record of the company. “He stored records of accounts for the
latest year (2008-09) in a computer server called “My Home Hub.” Details of accounts from
2002 till January 7, 2009 (the day Mr. Raju came out with his dramatic 5-page confession)
were stored in two separate Internet Protocol (IP) addresses.”14 The company’s monthly bank
statement was also fabricated. The company’s monthly bank statement was generated to be fed
into bankbooks, which was done by the promoters. Similarly, the promoters also generated
confirmations of bank balances, at the end of every quarter, against non-existent fixed deposit
receipts (FDRs) and interest earned/due15. The falsification of records of fixed deposits was
done from 2001 till 2008. Using this strategy, the company has created an illusion of Rs
3318.37 crore of fixed deposit but the actual deposit was of Rs. 9.96 crore. Fake invoices were
also created the face value of these fake invoices were shown as receivables in the books of
accounts of the company which inflated the total revenue of the company.

In 2008 the economy witnessed a recession and due to this, the price of the land decreased.
With the passage of time, the gap between the actual profit and the profit on the paper was

14
Bhasin, M.L., ‘Creative Accounting Scam at Satyam Computer Limited: How the Fraud Story Unfolded?’
(2016) Open Journal of Accounting, 57- 81.
15
Ibid
growing. To fill this gap and save the company Mr. Raju planned to buy Maytas Properties
and Maytas Infra which was the only way to get out of this situation. Maytas Properties and
Maytas Infra was owned by Raju’s son, so the plan was to sell the property to Satyam but there
will be no transfer of cash that will balance the amount that is actually present in the books of
account. The Board of Directors agreed to this but no consent was taken from the shareholder
as a result the plan to buy Maytas Properties and Maytas Infra failed. With the failure of this
plan, it was Mr. Raju’s failure to save Satyam. Finding no other way out of this situation Raju
decided to confess before the Securities Exchange Board of India, he wrote the letter of
confession to the Board of Directors and to the Securities Exchange Board of India mentioning
all the malpractice that he had committed.

CHAPTER 5: EFFECT OF ENRON AND SATYAM SCANDAL ON

CORPORATE GOVERNANCE AND SEBI

Enron had a devastating ending and massive bankruptcy. All its stakeholders were affected,
many lost their job and many even struggled to find a new job after this. It is a classic example
of the failure of corporate governance. Had there been strong corporate governance and strict
compliance to it things would not have gone this far. Once Enron’s share was as high as $90
but after this, it fell to $0.26. After this event, the US government felt the need for a new law
that would prevent such scandal so it came up with Sarbanes-Oxley Act. This many laws that
would prevent such scandal in the future. the Financial Accounting Standards Board (FASB)
came up with many changes that would prevent the manipulation of accounting practices.
Enron did not have separate CEO and Chairman of Board of Directors which should have been
separate. Mark to market method was approved by the Securities and Exchange commission
but this has been used to manipulate the market and the investors. This should not have had
happened if there would have strict transparency rules to disclose what was going inside the
company with the shareholders. The Securities and Exchange Commission planned to create a
new organization outside of the American Institution of Certified Public Accountant to monitor
publicly held companies. It was planned to create a disciplinary board for speedy investigation
of alleged audit fraud and provide more transparency The firm-on-firm triennial peer views of
the auditor of public trade companies was replaced by an annual quality monitoring process for
large firm administered by a new organization, this would expand authority to monitor
compliance with Securities and Exchange Commission practice standard and to refer the non-
compliance of practice standard to the disciplinary board16.

Satyam scam was an eye opener for India, it brought forward many problems and loopholes in
corporate governance like lack of transparency with the stakeholders of the company. To
control these problems, a task force was set up by the Confederation of Indian Industries and
based on the recommendation of this task force the Ministry of Corporate Affairs it also issued
voluntary guidelines for Corporate Governance in 2009. Corporate Governance and Ethics
Committee was established by the National Association of Software and Services Companies
after this scandal. The Corporate Governance and Ethics Committee suggested many reforms
related to audit committees, rights of shareholders and policies especially relating to
whistleblowers. Existing guidelines related to corporate governance were also amended. SEBI
(Listing Obligation and Disclosure Regulation) was introduced by SEBI. The government also
took special measures in the introducing Companies Act 2013 which specifically focus on the
interest of stakeholders and also declared corporate fraud as a criminal offence. It gave special
guidelines for disclosure of fraud by cost accountants, company secretaries and auditors. It also
embodied a clause that makes it mandatory to rotate individual auditors of the company in
every five years and in auditing firms every 10 years. These new rules also put an obligation
on the accountants to disclose if they find any kind of fraud being practiced by the company or
persons related to it while performing their duties.

CHAPTER 6: CONCLUSION

Enron and Satyam rose to the height to the height of success that any company always aspire
to, that is what appeared till their fall. If in the case of Enron, it would not have got bankrupted
or if I the case of Satyam, Ramalinga Raju would have been successful in purchasing Maytas,
then these corporate frauds could not have been ever discovered. Although the reason for the
fall was different in both cases what it had similar is that there was a serious failure of corporate
governance in these cases. After that many important steps were taken to prevent such scams
and many provisions were introduced to implement good corporate governance practices, but
only making laws is not enough it should also be followed by the companies, they should
themselves make an extra effort to implement good corporate governance practice.

16
Gerald Vinten, "The corporate governance lessons of Enron" (2002) Corporate Governance: The
international journal of business in society, (2) 4, 4 - 9
 BIBLIOGRAPHY

• Gerald Vinten, "The corporate governance lessons of Enron" (2002) Corporate

Governance: The international journal of business in society, (2) 4, 4 – 9
• Bhasin, M.L., ‘Creative Accounting Scam at Satyam Computer Limited: How the
Fraud Story Unfolded?’ (2016) Open Journal of Accounting, 57- 81.
• S. Ramachandran, “Raju Brings Down Satyam, Shakes India,” (2009) Asia Times
Online Ltd. <S. Ramachandran, “Raju Brings Down Satyam, Shakes India,” Asia
Times Online Ltd., 2009. www.a.times.com - References - Scientific Research
Publishing (scirp.org)> Accessed 11 Dec 2021
• Madan Bhasin, ‘Corporate Accounting Scandal at Satyam: A Case Study of India's
Enron’ (2013) 1(12) European Journal of Business and Social Sciences
<https://www.researchgate.net/publication/271133751> Accessed 9 Dec 2021
• 1
Alicia Tuovila, ‘Mark to Market Accounting’ (Investopedia, 7 March, 2021) <Mark to
Market (MTM) Accounting Definition (investopedia.com)> Accessed 8.12.2021

• 1
C. William Thomas, ‘The Rise and Fall of Enron’ (2002), Journal of Accountancy 41-
48
• R. Dubey, ‘Create a special force’ (2009) Business World 64-65
• Nandini Rajagopalan and Yang Zhang, ‘Recurring failures in corporate governance: A
global disease?’ (2009) 52 Business Horizons- Elsevier 545-552
• M. J. Roe, ‘The inevitable instability of American corporate governance’ (2005) 1(1)
Corporate Governance Law review 1-19

• Mohamad Shafi, ‘The importance of effective corporate governance.’ (2004)

<https://www.researchgate.net/profile/Shafi-
Mohamad/publication/228237979_The_Importance_of_Effective_Corporate_Govern
ance/links/5a657b864585158bca51df1b/The-Importance-of-Effective-Corporate-
Governance.pdf> Accessed 1 December 2021
• Stijn Claessens, ‘Corporate Governance and Development’ (2006)21(1) Oxford
University Press (2006) 91-122 <https://www.jstor.org/stable/40282344> Accessed on
1 December 2021