From 'Federalization' to 'Mixed Governance' in Corporate Law PDF Download
Are you looking for read ebook online? Search for your book and save it on your Kindle device, PC, phones or tablets. Download From 'Federalization' to 'Mixed Governance' in Corporate Law PDF full book. Access full book title From 'Federalization' to 'Mixed Governance' in Corporate Law by Robert B. Ahdieh. Download full books in PDF and EPUB format.
Author: Robert B. Ahdieh Publisher: ISBN: Category : Languages : en Pages : 38
Book Description
Since the very moment of its adoption, the Sarbanes-Oxley Act of 2002 has been subject to a litany of critiques, many of them seemingly well-placed. The almost universal condemnation of the Act for its asserted 'federalization' of corporate law, by contrast, deserves short shrift. Though widely invoked - and blithely accepted - dissection of this argument against the legislation shows it to rely either on flawed assumptions or on normative preferences not ordinarily acknowledged (or perhaps even accepted) by those who criticize Sarbanes-Oxley for its federalization of state corporate law.Once we appreciate as much, we can begin by replacing the misleading rhetoric of 'federalization'. More importantly, we might begin to conceptualize a theory of corporate law that is both more effective in advancing our desired ends and perhaps closer to market realities than the competing paradigms presently in ascendance. In this spirit, I offer a model of jurisdictional redundancy - in which federal mandatory rules intertwine with state enabling rules, to create a more indeterminate regulatory regime than we might otherwise pursue. Such a scheme of 'mixed governance' may deprive legal scholars of the opportunity to draw clear distinctions, but may allow the regulation of corporate governance to operate more effectively, and to evolve more efficiently over time.
Author: Robert B. Ahdieh Publisher: ISBN: Category : Languages : en Pages : 38
Book Description
Since the very moment of its adoption, the Sarbanes-Oxley Act of 2002 has been subject to a litany of critiques, many of them seemingly well-placed. The almost universal condemnation of the Act for its asserted 'federalization' of corporate law, by contrast, deserves short shrift. Though widely invoked - and blithely accepted - dissection of this argument against the legislation shows it to rely either on flawed assumptions or on normative preferences not ordinarily acknowledged (or perhaps even accepted) by those who criticize Sarbanes-Oxley for its federalization of state corporate law.Once we appreciate as much, we can begin by replacing the misleading rhetoric of 'federalization'. More importantly, we might begin to conceptualize a theory of corporate law that is both more effective in advancing our desired ends and perhaps closer to market realities than the competing paradigms presently in ascendance. In this spirit, I offer a model of jurisdictional redundancy - in which federal mandatory rules intertwine with state enabling rules, to create a more indeterminate regulatory regime than we might otherwise pursue. Such a scheme of 'mixed governance' may deprive legal scholars of the opportunity to draw clear distinctions, but may allow the regulation of corporate governance to operate more effectively, and to evolve more efficiently over time.
Author: Marc I. Steinberg Publisher: Oxford University Press ISBN: 019936186X Category : Law Languages : en Pages : 329
Book Description
This book focuses on the federalization of corporate governance in the United States from both historical and contemporary perspectives. Although the states traditionally have regulated the sphere of corporate governance - encompassing the relations among and between the subject corporation, its directors, its officers, its stockholders, and other stakeholders - federal law today impacts the governance of publicly-traded companies to a greater degree than ever before in U.S. history. This book discusses the evolution and development of corporate governance from a federal law perspective from the commencement of the twentieth century to the present. It examines the tension between state company law and federal law, analyzes the federal historical developments, explains the ramifications of the federal legislation enacted during the past two decades, and recommends corrective measures that should be implemented. The book accordingly provides an original, historical, and contemporary analysis of the federalization of corporate governance - a subject that impacts this country's economic well-being in a very fundamental way.
Author: Stephen M. Bainbridge Publisher: ISBN: Category : Languages : en Pages : 7
Book Description
The collapse of Enron and WorldCom, along with only slightly less high profile scandals at numerous other U.S. corporations, has reinvigorated the debate over state regulation of corporate governance. Post-Enron, politicians and pundits called for federal regulation not just of the securities markets but also of internal corporate governance. As Congress and market regulators began implementing some of those ideas, there has been a creeping - but steady - federalization of corporate governance law. The NYSE'S new listing standards regulating director independence is one example of that phenomenon. Other examples appeared to little public debate in the sweeping Sarbanes-Oxley legislation. Taken individually, each of Sarbanes-Oxley's provisions constitutes a significant preemption of state corporate law. Taken together, they constitute the most dramatic expansion of federal regulatory power over corporate governance since the New Deal.No one seriously doubts that Congress has the power under the Commerce Clause to create a federal law of corporations if it chooses. The question of who gets to regulate public corporations thus is not one of constitutional law but rather of prudence and federalism. In this essay, I advance both economic and non-economic arguments against federal preemption of state corporation law. Competitive federalism promotes liberty as well as shareholder wealth. When firms may freely select among multiple competing regulators, oppressive regulation becomes impractical. If one regulator overreaches, firms will exit its jurisdiction and move to one that is more laissez-faire. In contrast, when there is but a single regulator, exit is no longer an option and an essential check on excessive regulation is lost.
Author: Roberta Romano Publisher: American Enterprise Institute ISBN: 9780844738369 Category : Business & Economics Languages : en Pages : 180
Book Description
This is a study of the structure of American corporate law, which combines economic analysis with empirical insights to produce a number of policy insights. It is suitable for anyone studying corporate law, securities regulation, comparative company law or federalism.
Author: Robert B. Ahdieh Publisher: ISBN: Category : Languages : en Pages : 0
Book Description
In few areas have legal scholars focused more closely on the sources of law than in the study of corporate governance. Questions of institutional design thus pervade the literature of corporate law. Most prominent among these questions have been ones surrounding the allocation of law-making authority as between federal and state authorities: What is the dynamic by which corporate law will be generated at the state level, absent federal intervention? What is the normative quality of the resulting rules? When might a federal role be advisable, if not essential, in the regulation of public corporations? What form ought any such intervention take, and what distortions might it be expected to introduce into our traditionally state-based regime of corporate law? There has been much debate over these questions, to which the literature of law and economics has contributed mightily. To a striking degree, however, scholars have come to embrace - at least in broad terms - a common view on these questions. In this standard account, sub-national rules of corporate governance are to be preferred. State law - and the dynamic of state competition that arises from it - generates (at least some) efficiency gains, helping to reduce agency costs, as between shareholders and managers. For these and other reasons, the law and economics literature admonishes, the scope of federal law in an optimal regime of corporate governance should be limited. Federal rules may have a role in imposing mandatory disclosure obligations, regulating aspects of the issuance and trading of corporate securities, and in selected other circumstances, but not more generally. In this chapter, I suggest that this account of corporate law, widely accepted as it has become in the law and economics literature, deserves a closer look. As to what might be thought of as its horizontal and vertical axes - the perception of (horizontal) state competition as beneficial for shareholder-managerial relations, and the notion of (vertical) federal preemption as properly limited - the meaning and implications of the conventional account turn out to be more ambiguous. A careful analysis thus highlights critical limitations of each of these claims, and offers a more complex picture of the optimal sources of corporate law. Ultimately, a closer analysis of the horizontal dimension of state-to-state interaction and the vertical dimension of potential federal intervention points us to the same result in institutional design: a more mixed architecture of corporate law-making.
Author: Marc I. Steinberg Publisher: Oxford University Press ISBN: 0190876301 Category : Law Languages : en Pages : 329
Book Description
This book focuses on the federalization of corporate governance in the United States from both historical and contemporary perspectives. Although the states traditionally have regulated the sphere of corporate governance - encompassing the relations among and between the subject corporation, its directors, its officers, its stockholders, and other stakeholders - federal law today impacts the governance of publicly-traded companies to a greater degree than ever before in U.S. history. This book discusses the evolution and development of corporate governance from a federal law perspective from the commencement of the twentieth century to the present. It examines the tension between state company law and federal law, analyzes the federal historical developments, explains the ramifications of the federal legislation enacted during the past two decades, and recommends corrective measures that should be implemented. The book accordingly provides an original, historical, and contemporary analysis of the federalization of corporate governance - a subject that impacts this country's economic well-being in a very fundamental way.
Author: Abol Jalilvand Publisher: Routledge ISBN: 1136644903 Category : Business & Economics Languages : en Pages : 496
Book Description
The asymmetry of responsibilities between management and corporate governance both for day-to-day operations and the board’s monthly or quarterly review and evaluation remains an unresolved challenge. Expertise in the area of risk management is a fundamental requirement for effective corporate governance, if not by all, certainly by some board members. This means that along with board committees such as "compensation", "audit", "strategy" and several others, "risk management" committees must be established to monitor the likelihood of certain events that may cause the collapse of the firm. Risk Management and Corporate Governance allows academics and practitioners to assess the state of international research in risk management and corporate governance. The chapters overlay the areas of risk management and corporate governance on both financial and operating decisions of a firm while treating legal and political environments as externalities to decisions undertaken.
Author: United States. Congress. House. Committee on Financial Services. Subcommittee on Capital Markets, Insurance, and Government Sponsored Enterprises Publisher: ISBN: Category : Business & Economics Languages : en Pages : 224
Author: Helen Anderson Publisher: Kluwer Law International B.V. ISBN: 9041145060 Category : Law Languages : en Pages : 352
Book Description
The corporation’s ability to avoid the costs of risks that materialize as a result of its pursuit of profits is a departure from the market model. It can easily be seen as an evasion of the obligations that go with being the un-coercing, freely-acting and choosing ‘invisible hand.’ Dramatic corporate collapses and major human and economic disasters due to bad corporate conduct have strengthened the common sense view that, if the corporate directors and officers have made the deliberate act their own in some way, they may be held responsible on the same basis that liberal law holds all individuals responsible for their intended actions in the non-corporate settings. Accordingly, recent decades have seen an increasing number of statutory interventions worldwide that impose direct responsibilities on directors and other corporate officers in respect of a wide range of regulatory regimes: environmental regulation, occupational health and safety and other employment standards, human rights statutes, transportation regimes, consumer and competition laws, protections for creditors and workers against insolvent trading, and the like. Legitimacy crises have pushed legislators to enlarge the number of responsibilities, to increase the amounts of the fines that may be levied and to make it clear that, in some cases, prison sentences will be imposed. This collection of essays describes and analyzes the legal regimes governing directors’ liability for corporate fault and default across eleven important trading jurisdictions. It asks: Are the reform provisions, especially director duties of ‘due diligence,’ sharply enough aimed to attain the goal of corporate accountability? Will it be easy or difficult for defendants to establish that due diligence was exercised? Is it possible that more reliance on self-policing may lead to less documenting and reporting of wrongs and dangers? What impact may schemes of greater self-monitoring have on State regulation? In what ways might corporations react to these demands that they become guardians of the public weal? The authors – each an authority in his or her respective jurisdiction – recognize that the reforms are a reaction to the political problems created by the ill fit of the corporation with the economic and political value systems that we purport to hold dear. As they survey the ways that vibrant economies can frame laws to influence the conduct of directors and companies, they invite further exploration into the political, economic, practical, and evolutionary factors that may explain the convergence and divergence of both statute law and judicial doctrines and the desirability or inevitability of this deeply significant trend.
Author: Robert B. Ahdieh
Author: Robert B. Ahdieh
Author: Marc I. Steinberg
Author: Stephen M. Bainbridge
Author: Roberta Romano
Author: Robert B. Ahdieh
Author: Marc I. Steinberg
Author: Abol Jalilvand
Author: United States. Congress. House. Committee on Financial Services. Subcommittee on Capital Markets, Insurance, and Government Sponsored Enterprises
Author: Helen Anderson
Author: United States. Congress. House. Committee on House Administration