Breaking with lbo-talk tradition, I will simply give a URL and quote two relevent paragraphs, rather than forwarding the whole article at the expenses of Doug's bandwidth.
http://www.nytimes.com/2003/01/27/opinion/27ADLE.html?pagewanted=print&position=top
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> The theory is simple: When the government regulates an industry, that industry can benefit enormously if regulators do not do their job. Of course, the public may lose more than the industry will gain. But it hardly matters, because the loss to each member of the public will be minuscule. According to the theory, malfeasance occurs when its benefits are concentrated and its costs diffused. In other words, regulated accountants will find a way to make the new oversight board complicit.
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> Shareholders usually have such a small stake in an individual company that they have no incentive to monitor either the company's management or the independent auditors whose job is to keep management honest. But employees have a real stake in a company's future. When executives artificially inflate stock values at the expense of the long-term health of the company, rank-and-file workers can lose their jobs
> It may just be that the best solution is to give employees representation on the audit committee of their company's board of directors.