Business and Corporate Law Books

This book is an excellent primer on the world of distressed investing and by default, restructuring. While some of the finance is basic, it provides a complete framework for understanding the additional moving parts involved with distressed investing while giving clear examples even a five year old could comprehend (well okay, maybe just someone with any basic corporate finance exposure).

The one thing that it lacks which I would like to see (maybe in a more advanced sequel), would be a section on actual case studies and more in-depth explanations on strategies. That said, the author's main purpose was to provide a primer on the subject which I think he did wonderfully.

Read this one a couple of years ago.
In my opinion, this book is the best book written on the subject.
Very practical guide to distressed debt analysis; very structured, easy to read, great overview of potential legal issues. Helps a reader to develop a right mindset for distressed debt investing.

If you are just looking to speculate in the market, this might be the book for you. It was well organized not too hard a read. But, I would recommend you start with Chapter 11 Business Reorganizations: For Business Leaders, Accountants And Lawyersfor Chapter 11's. Of course the next step is to read the code: Mini Code (United States Bankruptcy Code)

Extremely helpful in preparing our new hires - it is required reading. This book will be a desk reference for years to come.

If you are looking at distressed assets (not just debt) of any kind, this is the only book you need.

All bases are covered, from legal proceedings, financial statement analysis, to market micro-structure.

This is not a suitable book for retail investors, unless the issue happens to be very large and liquid (e.g. Calpine debt in 12/'07). This text is directed primarily at institutional investors, so know this before you buy.

Other subjects are covered such as "loan to own", etc.

A winner.

I took Corporate Tax and this book was very helpful in applying the concepts found in the book. My book Fundamentals of Corporate Taxation) has various problems but no answers so this book provided a multitude of examples containing thorough answers and gives a better understanding of the material. Highly recommended as a supplemental source for review. The book does not cover all the case law though and depending on professor and type of exam, so material may not be contained, though all the major points are covered.

The book is fantastic. Plain and simple. I have highlighted, written in the margins, on the covers, and in some way marked up almost every page of the book. Not only did I find it immensely useful for her class, but also used it in conjunction with Bittker & Eustice (the corp tax bible, but not for the faint of heart) for a corporate reorganization class. Using the last 1/3 of her book made slogging through the B&E book much less painful. Highly recommended.

While it does not go into as much detail as I will need to know for the exam this book is a great substitute for actually paying attention in class.

This is an excellent book to understand Subchapter C. The order it follows is methodical. It goes to explain all the tax issues that arise from formation of the corporation (incorporation and contributions) to midlife events (dividends, redemptions) to liquidation. It deals with taxable and non-taxable reorganizations and with such interesting issues as Section 304 transactions. It is not and cannot be a complete guide to corporate taxation. it would have to be several volumes, but it accomplishes perfectly what it is meant to do. Cheryl Block did a fantastic job. the example and explanations are very useful.

This volume reduces into terms capable of being readily absorbed the application of Subchapter C. The examples and explanations are basic while conveying the needed concepts of various treatments of contributed property, boot, distributions, attribution rules, etc.

I'll let all the others leave more wordy reviews. Suffice it to say that I feel this book takes you to an entirely higher level of understanding on the topic of going public with your company.
The author is THE MAN in the entire world on this subject.
He is in a class by himself and does an outstanding job of breaking it down into layman terms.
BUY THIS BOOK!

I liked this book. It's probably not one that a small business owner would be particularly interested in reading. But I think it would be relevant. I found it to be well written and well outlined. And it didn't take me all that long to get from page one to the end. But I am a CPA and attorney. That might have helped me out a little.

The author is a securities attorney. He consults to companies that are not public, but would like to be. He advises them how to do what are called "Reverse Mergers" so their nonpublic company can merge into an already public company and voila - be a public company. This book explains how a reverse merger works - both from a business and a legal perspective.

Without a doubt this book is a marketing piece for the author and his 23-attorney law firm. If a client approaches him and doesn't know much about reverse mergers, then the author can either charge by the hour for an explanation, or hand the prospect a copy of this book. The prospect would be well advised to accept this book and read it and save a ton of money.

From reading the book it appeared that reverse mergers are not all that popular these days. It's difficult or expensive to find a target in which to merge. And then there are the legal fees. But it certainly is an option. And one that should be considered when planning to take a company public. 5 stars!

PS. Examine the Search Inside feature provided by Amazon for this book. It includes the book's Table of Contents which will tell you more specifically than I what is included in this book.

With this book, David Feldman takes the mystery out of reverse mergers. Going public via an APO (alternative public offering) is a legitimate way to take a micro-cap company public while raising the necessary funds to grow the business. His strategies and insights, written in plain English, are invaluable for any CEO/CFO who is contemplating a reverse merger, especially after the recent SEC rulings. I would, however, caution that the book is not a do-it-yourself "how-to-guide" but rather a starting point to get acquainted with the reverse merger process. My biggest take-away is to make sure you bring in a capable and experienced team of advisers to make the reverse merger process a seamless transaction.

Well, maybe it didn't exactly change my life, but it gave my law firm a new direction. My firm specializes in strategic transactions - initial public offerings, private placements, mergers & acquisitions - but we had steered clear of reverse mergers because of the uncertainty and confusion. Feldman and Dresner cleared up that confusion we now offer reverse mergers as part of our services.

This book showed the mechanics of structuring a reverse merger, how to create shell corporations and guidelines on financing. It covers due diligence, securities filings and and plenty of mistakes to avoid.

Whether you're an attorney, accountant, investment banker, business owner or private investor, this book will offer you an new strategy for growth and finance by way of reverse mergers.

Only a few years ago, it seemed that nearly every company was going public with an IPO. Now many quality companies are locked out of the IPO market, but companies have other ways to go public. One of the most popular paths is a "reverse merger." In this transaction, your private company merges into a public company (often a "shell") and controls it, giving you a public stock with which to raise capital. This may sound shady, but it's not: many well-known companies have gone public through reverse mergers, including Warren Buffett's Berkshire Hathaway, Turner Broadcasting System, Occidental Petroleum and Blockbuster Entertainment. Experienced Wall Street securities attorney David N. Feldman takes you through the reverse merger process in detail. The book is wonderfully clear and thorough, and should become the definitive textbook on reverse mergers. It is, however, a dry read. A profusion of technical rules and especially acronyms (SPAC, SOX, Form 10-B, Rule 419, Regulation A, SB-2, PIPE) make the book slightly MEGO (My Eyes Glaze Over) for the uninitiated - but then, they are not its target audience. We enthusiastically recommend this book to sophisticated investors, lawyers, accountants, investment bankers and executives who want all the details on this increasingly popular financing technique.

This is a good business book for people who hate biz books or for those who are tired of lousy ones. Very readible,incredibly funny and very useful. Should make you some money.

This book provides lots of good stories and hands-on lessons, mainly on small things about management/leadership, i.e. "If the corporate 'grandfather' (the boss's boss) isn't part of the appraisal process, it isn't an appraisal process." Total it has 101 lessons. Isn't that great?

Net, I like it a lot. Recommend it to any mid-level manager who works in a mid-size or large company.

The management bookshelves are crowded these days with instant answers to age old management issues. Rarely does a book come along that contains as much common sense wrapped in style that is easily digestable.

Gibbons proposes 101 Universal Laws of Business stretching from the CIA Factor (Confusion from Implied Assumptions) to the absolute guarantee that what ever you have in your business plan is the one and only scenario that is guaranteed NOT to happen. Hey, even God designed the rhinoceros !! Probably not his best work, unless your another rhino.

This book proves that business can and should be fun,simple and full of common sense. You'll finish this book wishing you could work for Gibbons and even more importantly wishing you could manage like him. This book could help you get there !!

This guy writes with the wit and wisdom of Tom Peters and the hysterical observations and honesty of Dave Barry. Loved this book. I want more.

Reviewers and critics of Barry Gibbons often talk about his irreverent humor. As far as we're concerned, though, he's dead on! Even his title for the book shows it. Here's a book that talks about business in a way that we've always thought it should be run. Mr. Gibbons presents his ideas in 101 Universal Laws of Business, but in essence these just state what most of us mere mortals (i.e., without MBA) would call "common sense". He starts off with what he calls "Tests of Rightness" (no, not righteousness!) Already, we thought we could start making our own rules. Look, if it doesn't feel right, then it probably is a mistake, right? These are not namby-pamby "feel good" rules, but basic common sense. Mr. Gibbons presents all of these pieces of wisdom with with the kind of humor that makes reading a joy. We sped through this book nodding our heads in agreement, and holding our sides when we laughed too hard. Buy this book, read it, live it. You won't be sorry.

(c)1999, VentureConsult.com

Perhaps what I liked the most about this book was that it was less focused on the ethical questions, and more focused on what "Market for Virtue" exists in a Capitalistic system. That is, the ethical questions and answers are much more obvious on the subject of corporate social responsibility than the practical questions and answers within the context of Capitalism.

For this reason, I found this book to be one you could take in multiple ways. For example, you can look at it as a critique of how Capitalism can change for the better. You can also look at it as a critique of modern society (which is viewed as merely stating they'd pay a premium for social responsibility, when most individuals don't do so in practice).

While I found this book to go at the issue from a perspective that would be suitable for Sociological discourse, I think it's just as important (if not moreso) for businesspeople to understand the views in this book and to ask themselves some serious questions about what Business SHOULD be.

Excellent and neutral analysis with accuracy and clarity. Helps thinking about future of CSR professionnals.

Written by Professor of Business Ethics (Haas School of Business) David Vogel, The Market for Virtue: The Potential and Limits of Corporate Social Responsibility is a scholarly examination of a politically charged and highly polarized debate concerning what corporate social responsibility can, cannot, and must accomplish in a modern capitalist economy. Chapters explore answers to and differing perspectives on the questions "Is there a business case for virtue?" and "What is the demand for virtue?" as well as examining corporate responsibility with regard to both the environment and human rights. Extensively researched, The Market for Virtue is an invaluable resource offering a serious-minded, in-depth discussion of a complex issue. Enthusiastically recommended especially for college library shelves, and invaluable reading for activists, businessmen, and legal personnel grappling with all dimensions of the interests and responsibilities of corporations.

Vogel has provided us with a much needed skeptics eye view of Corporate Social Resposibility. This book is a very accesible and practical guide for the manager who is beset with open ended questions and needs realistic answers to a difficult subject. The "needs to have" are separated from the "nices to have", the realistic from the theoretical.
At less than 200 pages, this is the one book the operating manager needs to read on the subject.

Vogel's THE MARKET FOR VIRTUE is the seminal work in CSR. His lively text offers the right mix of theory, analysis, and example. His conclusions are profound and will make a difference for the better. Required reading for corporate executives, business and management students, and those of us who simply wish to be informed participants in 21st century society.

No Contest is an extremely well-researched and compelling view of corporate law structure and how it threatens to undermine basic Constitutional rights both subtly and "in the open". Nader and Smith do a fantastic job of documenting and analyzing case studies which reveal the world of power-lawyering and corruption. They give an especially strong case against tort reform and what to watch for in ordinary business transactions.
Since this was released in 1996, I decided to check the Bureau of Justice statistics to see if many of the trends they describe still apply and as of the latest batch of statistics on Civil Justice compiled for review (2005), the trends still hold true today. Obviously we need more than just the Appleseed Foundation to fight for fair and equitable justice in this country...
Great, informative read that every law student and adult U.S. citizen would do well to examine. Five stars was an easy choice for me on this one.

No Contest book by Ralph Nader and Wesley Smith.... In their book No Contest by Ralph Nader and Wesley J. Smith, the authors give a series of examples about law at the corporate level. Many of their examples deal with wronged individuals suing a corporation. Frequently the plaintiffs are frustrated by a series of delays, misrepresentations, intentional misunderstandings, and multiple appeals. The judges do not discipline the lawyers, at least not to any effective extent, and the judges do not throw out frivolous motions. The judges tend to side with big law firms and with clever lines of reasoning, and not with the plaintiff. The original plaintiff injury, such as a wrongful death due to negligent corporate behavior, is forgotten in the mire of lawyer activity, and the judges fail to consider the need for relief of the plaintiff, without further anguishing delay. The plaintiff is faced with interminable costs and tedious delays without relief. There is no doubt reform is needed. ................ For a remedy, authors Nader and Wesley suggest an Appleseed Foundation, formed of local community volunteer groups, together with some overseeing coordinating committees. They mention Harvard graduates as playing a prominent behind the scenes part in overseeing reform. .............. The problem with this approach is: first, volunteerism, presumably without pay, is insufficient motivation to overcome such entrenched and profitable bad habits. Second, it is not clear just what specific steps these groups should recommend, other than complain, and point out injustices of which many persons are already aware. . Third, there are already volunteer groups (I have a list of over 20) around the country who are angry with their treatment by the law and yet who have not been able to bring about a change in habits.

This is one of my favorite books I've read in recent years. It opens your eyes to the horrible tactics used by corporate lawyers to deny victims their full day in court. Also, Nader and Smith present bulletproof arguments against tort reform. You will learn a TON by reading this.

As a law student, I have to say that this should be on every law students "must-read" list! Nader and Smith clearly describe the hardball ruthless tactics used by today's corporate lawyers. This is not the kind of stuff they teach you in law school!

It took real guts and courage to expose the unethical tactics used by too many lawyers today, and I'm grateful that they did so. Highly recommended.

Beware of the multinational corporations. Not only do they stick it to the taxpayers in forms of bailouts, tax "incentives", and other similar accounts recievable, they are quite willing to stick it to citizens in court and screw up the meaning of the word "due process" in America and the world. A sad commentary on our justice system but a MUST READ.

i am not the law school student but i can totaly understand the corporation law from this book. easy to read and easy to understand.

Reading CORPORATION LAW gives the Corporate Practitioner a whole new slant on the do's and dont's of today's corporate structure. A must for every corporate attorney, every corporate officer and every small business owner.

i am not the law school student but i can totaly understand the corporation law from this book. easy to read and easy to understand.

Wanted to help my husband - he is starting a corporation. I knew nothing about law and or companies and this book made me sound and act like a pro! I wish this author would write more books.

This book is well written and easily followed. It progresses in a logical manner making it easy for anyone interested in learning corporation law. The essays and review questions help make the topics understandable.

This ambitious book takes on the "big picture" questions about the recent wave of corporate scandals: the increase in risk taking, the complexity of the modern corporation, and the limitations on shareholder governance. It offers intelligent advice for regulators, and warns average investors about the most extraordinary risks.

In my judgment, this book is a must read for anyone who followed the recent scandals. Unlike many of the books written about the markets during the past few years, "Icarus" offers a fresh perspective on what happened and why. To mix a metaphor, I hope it catches fire.

Specifically, the book recounts how technological and financial innovation made it so much easier for the 1990s corporate manager to take greater risks and manipulate how investors understood the corporation's business. The book's description of the split between perception and reality will be jarring to any investor.

Professor Skeel's writing is accessible and pithy. He lucidly explicates the "Gordian knot of conflicts" in the modern financial enterprise, and even devotes important pages to derivatives and structured finance.

But the strongest part of the book is its historical perspective. Today's reportage on the markets frequently ignores important eras, products, or schemes, and rarely understands how financial history repeats itself, or morphs in new and interesting ways. In contrast, this book ties together nearly every financial scandal during the past several centuries: the South Sea Bubble, Cooke, Gould, the Money Trusts, the S&L scandals, Milken, and so on. Of particular interest is Samuel Insull - readers who are not familiar with his schemes will find the material on the "House of Insull" unforgetable.

"Icarus" is an important intellectual history, and a riveting read. If only every book on the markets could be this good.

as one of the students of D Skeel's basic corporation's class, this book is one of our reading assignments. Generally speaking, I hate reading assignment but I do like this book.

as a foreign LLM, I always find those JD peers "know" more than me about those names like "Jay Cookie", "Masha Steward","Enron case" or "Milken and takeover". Iracus actually helps me to catch up a little bit. It at least is a great book concerning the Amercian Corporate history. I perfer it to be a light reading before going to bed b/c it is short, easy to read for a foreigner and D S tends to amuze his readers rather than torture them.

As for the scandal part, I think the three prong conclusion is a great idea b/c it does fit the history lesson neatly.

I think it is a great book for both legal and non legal ppl who are interested in this book. Anyway, as DS says in his book, "nowadays, Corporation is us."

This book is a minor masterpiece of legal/business history. In slightly more than 200 pages, David Skeel tells the story of CEOs who took huge gambles with corporate assets in order to boost profits and share prices. Although the media and public idolize larger-than-life CEOs, Skeel shows how throwing the dice can often result in ruin for corporations and their employees and shareholders. His book ranges from 19th century railroad bankruptcies to the rise and fall of Enron, tying together economic history, financial theory, business law, and the politics of regulation. It's sophisticated but breezily written. I'd give it six stars if I could.

America loves risk-taking CEOs, but when such behavior crosses over to boardrooms it could have massive consequences because of the growing scale of businesses and society's greater dependence on equity markets. Icarus in the Boardroom: The Fundamental Flaws in Corporate America and Where They Came From, by David Skeel draws on Greek mythology to present a candid warning aimed at corporate directors and anyone concerned with our economic future.

Trapped in a labyrinth of his on construction, Dedalus made wings for himself and his son Icarus. He warned Icarus not to fly to close to the sun but Icarus got carried away, failed to heed the warning, and plunged to his death after the sun melted the wax that held his wings together. Similarly, the corporation is a powerful human innovation, but is dangerous if not used properly.

But this book isn't about businesses being "socially responsible," in the normal sense of health, peace, or global warming. Instead, Skeel is concerned with the impact that corporate failures can have on the economy as a whole. From that standpoint, Icarus in the Boardroom offers excellent advice on creating a sustainable business climate, getting to the source of problems instead of the symptoms.

He attributes several recessions and the Great Depressions to an "Icarus Effect," brought on by three factors:

Excessive and sometimes fraudulent risks
Competition (or, rather, tendencies toward monopoly)
Increasing size and complexity

The bulk of the book is devoted to a short history of the corporation followed by an excellent treatment of these three thematic factors and corporate failures though US history. He explains how government has responded to Icarus effects and how corporations have worked to first adapt, then often to circumvent or unravel government's attempt to save us from corporate excesses.

In general, "the lobbying might of corporate managers, and the power of their political contributions, is too great for even relatively minor reform to succeed," he notes. However, the wake of financial scandals provides an opportunity to "change the political calculus." We witnessed such changes after the 1929 crash when reforms like creating the Securities and Exchange Commission stopped short of federalizing corporate law.

More recently we enacted Sarbanes-Oxley to address the scandals of Enron, WorldCom and Tyco. Where did we stop short this time? Skeel advises that we partially addressed fraudulent risk but left the other Icarun factors largely untouched. Among Skeel's many recommendations:

Conflicts of interest. Having auditors selected by a committee made up of "independent" board members does little; they'll still be reluctant to choose an auditor who will rock the boat. Stock exchanges should assign and police auditors.
Securities analysts. "If exchanges were required to assign a securities analyst to every listed company - and pay the analysts from companies' listing fees - investors would know that there was at least one (unbiased) analyst covering every listed company."

SEC's proxy access proposal, which wasn't dead when Skeel wrote the book. Skeel favors it but warns that shareholder activism "often won't curb problematic behavior if the behavior in question is profitable to the corporation." As an example, he cites the fact that Tyco shareholders overwhelmingly rejected a proposal to move its domicile back to the US from Bermuda. Shareholders wanted to keep saving on taxes regardless of the negative impact on the larger society.

Special purpose entities (SPEs). Instead of treating them under "enterprise liability," as advocated by Adolph Berle in the post-New Deal era, Skeel takes a middle approach. Auditors and regulators should "focus on whether the spirit of the SPE status is being violated. SPEs that are not truly separate from the overall company should be denied separate treatment for accounting purposed."

"Ordinary Americans no longer see corporations as 'other,'" because more than half now own stock (directly or indirectly). As defined benefit plans dwindle and 401(k) participation increases, Americans have come to see their own stakes, however small, as tied to those of corporations. Skeel cites an important study by Dallas Federal Reserve Economists John Duca and Jason Saving that found "a direct correlation between stock ownership and the Republican vote in recent Congressional elections. As stock ownership goes up, so does the Republicans' share of the Congressional vote." It's no wonder President Bush keep pushing privatization of Social Security.

"The increasing identification between ordinary Americans and corporate America is perfectly understandable, but beneath it lurks a terrible irony: at the same time as our passion for real reform has declined, the risks have radically increased," writes Skeel. In the past, investing in stocks was an activity largely limited to the rich who could afford to speculate. Now stocks have become the investment of choice for "life" savings and retirement.

With so many of us now dependent on corporate performance, let's hope it doesn't take another Great Depression before American's wake up to the need for reforms of the type outlined by David Skeel.

University of Pennsylvania law professor David Skeel's Icarus in the Boardroom: The Fundamental Flaws in Corporate America and Where They Came From presents an analysis of corporate scandals and catastrophic failures from the rise of the modern corporation through the present day.

Skeel begins by analyzing the underlying causes of what he terms "Icarus Effect" failures, named for the mythological Greek Icarus whose hubris in flying too close to the sun caused his downfall.

In Skeel's analysis, Icarus Effect failures occur as a result of three factors -- corporate executives willing to take excessive or fraudulent risks, the pressures of corporate competition, and the increasing size and complexity of the corporation. While not all corporate failures fit this definition, Skeel finds that the Icarus Effect underlies many of the most catastrophic and damaging failures in American business history.

Skeel's investigation of corporate malfeasance and business failure covers a wide historical scope, from the birth of the corporation during the 17th century voyages of trade through the exploits of recent figures such as Ken Lay, Bernie Ebbers, and Dennis Kozlowski. Along the way, we meet a number colorful historical characters such as Jay Cooke -- the Philadelphia banker whose scheme for selling government debt helped to finance the Civil War and the growth of the U.S. railroads until his increasing risk-taking caused the collapse of this financial empire in 1873 -- and Samuel Insull -- who established a utilities empire with a complex web of corporate ownership until his overextended, debt-laden empire was brought down during the Depression.

The most fascinating aspects of Skeel's historical analysis are the frequent parallels between the catastrophic failures of the past and those in recent headlines. Jay Cooke's dinners with President Grant are reminiscent of the friendly relationship between Present Bush and Enron's Ken Lay. And Samuel Insull's elaborate corporate structuring of his utilities holdings in the first decades of the 20th century are eerily echoed in the complex "off balance sheet" holdings of Enron in the final decade of the century.

In the closing sections of Icarus in the Boardroom, Skeel provides a critique of recent attempts to curb corporate misbehavior such as Sarbannes-Oxley, and finds little that he believes is likely to retard the ongoing cat-and-mouse game between legal curbs on corporate behavior and clever techniques for evading them. In the final chapter, Skeel offers a number of his own recommendations for how America can strengthen oversight of corporate behavior.

Icarus in the Boardroom is fascinating for both its historical perspective on corporate malfeasance and its analysis of recent headline events.

I have spent YEARS listening to different legal audio CDs. PMBR is the most consistent; but this particular product from Law School Legends/Thomson BarBri is simply excellent. The outline is presented in very basic fashion, and on the second listen, I basically had the outline committed to memory. I cannot recommend this product highly enough. Very well done. As others have noted, Kaufman has a very distinctive lecture style: My favorite: "But if you want astro-points, and I know you do . . . ."

I'm an older student and my kid dreads it when I reach for my ipod to listen to my 'lawyer stuff' in the car... until now! The prof sounds like a cross between a drunk Bart Simpson and Sheen from Jimmy Neutron and it is just a riot to listen to. Of course, the law is good and the synopsis is tight and exceptionally well-tailored to examsmanship technique. There is no way you can listen to this lecture and not pass an exam in Agency or Parternship!

Just his inflection makes this lecture so funny you will likely have to stop listening from time to time to get yourself together (he doesn't really tell jokes, but the way he speaks is just plain halarious)! I am a 3L who uses tapes/cds for every class I can find them, and this by far was the funniest one. He also, of course, does a great job of breaking down, organizing, and providing examples to put agency and partnership into bite size pieces to make it very easy to understand and remember. I was happy with the grade I got on my final (I relied on the cds to make my outline).

Another great lecture from Gilbert's Law School Legends Series. The California bar exam will include agency, partnership, limited liabiity companies, etc., starting in 2007, I believe. At any rate, I will have to know it when I take the bar, and so my online law school is requiring it in 2L now, which I'm in. I transcribed this entire lecture & use it to study with.

This lecture simplifies this subject. Toss that evil case book if you can, which is horrendously dry & complicated, transcribe this lecture & you'll be sitting pretty. Professor Evans is well-spoken & easy to listen to, as he speaks mainly in real english as opposed to legalese. Buy this one instead of the Professor Munch Sum & Substance tapes, if you have the choice, which is painful to listen to.

I prefer to use the cassettes because it's so much easier to just rewind a few words, as opposed to CD's & they're usually much cheaper,too.

Steve's first book (Advanced Project Portfolio Management and the PMO with Gerald Kendall) transformed the perception of a PMO from a project cost management/efficiency cop to a potential profit center, raising the bar for most organizations. He (along with Richard Lanza) has pushed the envelope again making the case for the PMO as the best qualified entity for preventing financial losses to the corporation due to project fraud.

The term project fraud may at first seem a harsh characterization of the poor project success rates that most management accepts as the status quo. However, Rollins and Lanza do an excellent job of mapping the COSO Control Framework to the execution of project objectives and the performance of project personnel. They include diagrams, descriptions and questions to assist in the performance of a Project Fraud Risk Assessment. The underlying conclusions are that poor manmagement of project fraud can seriusly hurt corporate business objectives and that the PMO is best suited to perform this function.

This is must reading for PMO Directors struggling to get the visibility and executive blessing needed to effectively fulfill their mission.

This is a necessary reference for effective project management and Section 404 compliance under Sarbanes-Oxley. The book provideds an abundance of checklists and questions that will make this an ongoing well used reference for ensuring continued corporate governance. The reality of project fraud and its widespread impact is clearly spelled out. Rollins and Lanza accomplished their objective with well stated structures for breaking down the work steps needed to prevent fraud and establish effective internal controls for managing projects. You get your money's worth with this book.

Sub-Title: Preventing Project Fraud And Ensuring Sarbanes-Oxley Compliance

Sarbanes-Oxley is one of those things that you really wish Congress had to apply to themselves rather than just imposing it on the rest of us. It has certainly made life interesting. In terms of project management, it's intent is to ensure that a project proceeds to work on its stated mission, correctly utilizing the projects resources, and eliminate improper dealings with project vendors for personal enrichment.

A key problem is to distinguish between fraud and mismanagement, conspiracy and incompetence. An interesting project discussed in the book is the California State Welfare Automation Project where the project was so confused that they still can't say if fraud ocurred. From this example the reporting procedures that may prevent the reocurrance of such situations is developed by looking as many areas where fraud can at least be expected to occur.

This situation wouldn't be so critical if the law weren't written so that people can be put in jail for not instituting proper controls where proper controls are a matter of opinion. This book gives the best analysis of current thinking, subject to change of course as the courts deal with the problem.

As a project manager, I was very interested to read this book. The consequences of unchecked fraudulent activity in the public and private sectors does more than affect the "bottom line." It erodes public confidence in the ability of managers to protect the assets assigned to their care.

Within organizations, fraud robs employees of the resources they need to fulfill their obligations. This book gives project managers, auditors, and fraud investigators a "blueprint" for taking effective collaborative action to both uncover and prevent fraud during the life of projects. Since so much business activity is project-based, it's a wonder we had to wait so long for it.

The book's organization makes it easy to follow the argument that fraud can be dealt with effectively. The Preface clearly states the purpose of the book. Each chapter is divided by important topics within. This is accurately reflected in the table of contents. Each chapter is also neatly summarized at the end. It has a helpful index at the back of the book as well.

The Appendices are helpful, too. They supplement the text by providing a "List of Sarbanes-Oxley Act Sections," "Decision Tree for Software Development Projects," and "Project Fraud Management Policy Template."

The authors have the necessary professional credentials and the extensive experience needed to synthesize the subject matter. They have the all-important credibility to support their contentions.

I thought the book brought together the best of project management and financial auditing to offer concerned professionals a "roadmap" to more control. It provides checklists and guidelines that enable project managers and internal auditors to work together.

The book should, of course, appeal to the above-mentioned professionals. It should also be read and understood by top-level corporate managers who want to make use of available professional skills to effectively fight fraud.