[JadeNB]

> Then there are people with nothing to lose. Some mid-level manager who isn't very good at it, isn't making his numbers. If he plays by the rules, he's about to get canned and lose his house and his wife. If he cheats and gets caught, there's a 40% chance he goes to jail, but a 60% chance he not only makes a lot of money but gets promoted to the head of the company because his numbers are so good. There are going to be too many people willing to take the risk in that case. It's going to happen a lot of the time.

But exactly the same argument applies to paying bribes to foreign officials, and yet the FCPA at least cut that down. I'm not naïve enough to believe that it eliminated it, but surely it's made a difference.

> To fix this you need to attach a penalty to someone who both has something to lose and is in a position to detect the crime. But the someone with something to lose are the owners and when they're diffuse passive investors they're not in a position to detect the crime.

You clarified later you meant the stock owners, but there are also executives of the company. Somewhere up the chain of command will be someone who's reluctant to have their name attached publicly to the behavior, and the possibility of legal hazard will encourage them to regulate their reports appropriately. This is definitely a place not to let the perfect be the enemy of the good.