A few years ago, Americans held out their systems of corporate governance and financial disclosure as models to be emulated by the rest of the world. But in late 2001 U.S. policymakers and corporate leaders found themselves facing the largest corporate accounting scandals in American history. The spectacular collapses of Enron and Worldcom-as well as the discovery of accounting irregularities at other large U.S. companies-seemed to call into question the efficacy of the entire system of corporate governance in the United States.