Federal oversight in the corporate boardroom

Trouble in corporate boardrooms has been in the news this past week, beginning with the fallout from efforts to spy on members of the board at Hewlett-Packard.  Meanwhile, at Bristol-Myers there has been a management shake-up as the board fired CEO Peter R. Dolan for mishandling a patent dispute.  A key aspect of the Bristol-Myers story is its connection to the company's deferred prosecution agreement.  Last year, to avoid prosecution for an accounting scandal unrelated to the current patent matter, the company agreed with the U.S. Attorney in New Jersey to allow a federal monitor to oversee its operations.  That monitor, a former federal judge named Frederick B. Lacey, recommended that the board fire Mr. Dolan. 
Writing in the University of Chicago Law School faculty blog, Professor Todd Henderson questions the growing use of deferred prosecution agreements.  In the post-Arthur Andersen era, corporations may prefer to choose federal oversight instead of prosecution.  But it's unclear, for example, whether such oversight will necessarily lead to better corporate governance, and whether a board seeking to please the U.S. Attorney will at the same time be able to maximize shareholder value.