Largely as a result of failures at Enron, WorldCom, Tyco, and other prominent American companies, U.S. corporate governance practices have come under attack. These much publicized failures and the resulting popular outcry have served as catalysts for legislative and regulatory changes that include the Sarbanes-Oxley Act of 2002 and new governance guidelines from the NYSE and NASDAQ. But is the U.S. corporate governance system really as bad as critics suggest? And will the recent legislative and regulatory changes lead to a more effective system? 2003 Morgan Stanley.