Book it: best bets for board reading; Leadership insights from a roundup of new books on such subjects as shareholder power, strategic risks, the mojo of Maslow, the new enforcement climate, and getting your 'buzz' on.

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A frightening collision with investor power

From Revolt in the Boardroom by Alan Murray. Copyright 2007 by the author. Published by Collins, a division of HarperCollins Publishers (www.harpercollins.com).

SEVERAL MONTHS after the annual meeting fiasco, [Home Depot Chairman and CEO] Robert Nardelli met me for breakfast at the St. Regis Hotel in New York. It was clear he was a changed man--he had had a frightening collision with the new world of corporate power, and was trying to change his ways as a result.

While struggling to deal with the new world, however, Nardelli shared many doubts about it. The forces that had attacked him, he feared, would also undercut the economic interests of the country. He felt the media was not giving him a fair shake, and that groups like AFSCME were being given too much influence.

"I am very concerned with the future of the capitalistic system in this country," he said. "Somebody has yelled fire in the auditorium. If you stand back, you've got to say that we as a country should share a growing concern as it relates to the capitalist system. The things that got us to where we are are under attack."

One result, he noted, was the rush of money and talent into private equity. "But not everyone can go private. As everybody rushes to private equity, what happens?"

Most of all, though, Nardelli sounded like a man who had been shocked by the rapid change in the world in which he operated.

"I used to play football," he said. "In football, you always knew the score. Now it's like we are ice-skating, and you've got a bunch of judges on the sidelines shouting out scores."

Alan Murray is executive editor, online, for The Wall Street Journal. He had been an assistant managing editor and columnist. He is a former host of CNBC-TV's "Capital Report" and remains a regular commentator to the television network.

Internal investigations: Recognize the risks

From Deskbook on Internal Investigations, Corporate Compliance and White Collar Issues by the White Collar and Internal Investigations Practice Group of Kaye Scholer LLP. Copyright 2007 by the Practicing Law Institute, and published by PLI (www.pli.edu).

THE LONGSTANDING TOOL of internal investigations has both benefits and disadvantages. On the positive side, they are an effective means for management to learn quickly the facts about potential illegal conduct by employees and to formulate an appropriate legal strategy. An internal investigation can reassure the public, stockholders, creditors, and enforcement agencies that the company is addressing its problems. An internal investigation can identify and recommend internal controls, monitoring procedures, and audit strategies to prevent a similar occurrence.

But the risks of internal investigations must be recognized. Both for the company and the investigator, they can be likened to running an obstacle course on a minefield. Some investigations have uncovered wrongdoing that was not originally targeted, sent frantic employees into the arms of prosecutors, tarnished the reputations of the internal investigators, and proved more controversial than the events that prompted them in the first place. More than one internal investigation has uncovered evidence that later was used to convict the corporation, which had not disclosed the violation voluntarily to government agencies. Indeed, in one famous example the prosecution's trial exhibits included the "confidential" and "privileged" report of the investigation, questionnaires filled...

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