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Author: Marc I. Steinberg Publisher: Oxford University Press ISBN: 0190876301 Category : Law Languages : en Pages : 256
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: Marc I. Steinberg Publisher: Oxford University Press ISBN: 0190876301 Category : Law Languages : en Pages : 256
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: 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: Stephen M. Bainbridge Publisher: Oxford University Press, USA ISBN: 0199772428 Category : Business & Economics Languages : en Pages : 294
Book Description
The years from 2000 to 2010 were bookended by two major economic crises. The bursting of the dotcom bubble and the extended bear market of 2000 to 2002 prompted Congress to pass the Sarbanes-Oxley Act, which was directed at core aspects of corporate governance. At the end of the decade came the bursting of the housing bubble, followed by a severe credit crunch, and the worst economic downturn in decades. In response, Congress passed the Dodd-Frank Act, which changed vast swathes of financial regulation. Among these changes were a number of significant corporate governance reforms. Corporate Governance after the Financial Crisis asks two questions about these changes. First, are they a good idea that will improve corporate governance? Second, what do they tell us about the relative merits of the federal government and the states as sources of corporate governance regulation? Traditionally, corporate law was the province of the states. Today, however, the federal government is increasingly engaged in corporate governance regulation. The changes examined in this work provide a series of case studies in which to explore the question of whether federalization will lead to better outcomes. The author analyzes these changes in the context of corporate governance, executive compensation, corporate fraud and disclosure, shareholder activism, corporate democracy, and declining US capital market competitiveness.
Author: F. Scott Kieff Publisher: Cambridge University Press ISBN: 1139490559 Category : Law Languages : en Pages :
Book Description
The events that began with the collapse of Enron, WorldCom, Tyco, and Adelphia and continued into the financial crisis of 2008 teach us an important lesson: corporate governance matters. Although it is widely acknowledged that good corporate governance is a linchpin of good corporate performance, how can one improve corporate governance and its impact on corporate and overall economic performance. This book offers a diverse and forward-looking set of approaches from experts, covering the major areas of corporate governance reform and analyzing the full range of issues and concerns. Written to be both theoretically rigorous and grounded in the real world, the book is well suited for practicing lawyers, managers, lawmakers, and analysts, as well as academics conducting research or teaching a wide range of courses in law schools, business schools, and economics departments.
Author: Robert B. Thompson Publisher: ISBN: Category : Languages : en Pages : 25
Book Description
Delaware's century-long success in attracting corporations to use its law has provoked a recurring series of inquiries seeking to explain how one of our smallest and least populous states dominates such an important part of our national economy. The larger potential challenge to Delaware's hegemony is the continued shrinking of the space for any state corporate law as the federal government elects to encompass more and more of all fields of American law. This article develops how judicial requirements as to disclosure have become a way for Delaware to push into the part of corporate governance that has been most visibly the federal government's domain. By case law particularly visible since 2007, Delaware courts have expanded the reach of Delaware law in corporate governance via disclosure even in an age of growing federal regulation. This development shows that disclosure to protect the exercise of shareholder governance rights cannot be effectively separated from legal protection that substantively protects shareholder's ability to act within that space, protection usually provided by fiduciary duty provided by Unocal, Revlon and other such well known Delaware cases. Absent a broader federalization of corporate law, only Delaware can provide protection of both disclosure and the shareholders' substantive rights, giving Delaware a continuing advantage as a lawgiver in resolving corporate governance disputes. Additionally, this article addresses challenges made to Delaware law as indeterminate, providing a structural overview that suggests judicial review of director action can best be seen within a space running between judicial deference on one side and intrusive judicial review on the other. The article provides a schematic presentation of how various Delaware cases seen as indeterminate easily fit within such a structure.
Author: United States. Congress. House. Committee on Financial Services. Subcommittee on Capital Markets, Securities, and Investment Publisher: ISBN: Category : Corporate governance Languages : en Pages : 0
Author: United States. Congress. House. Committee on Financial Services. Subcommittee on Capital Markets, Securities, and Investment Publisher: ISBN: Category : Corporate governance Languages : en Pages : 182
Author: Marc I. Steinberg
Author: Marc I. Steinberg
Author: Stephen M. Bainbridge
Author: Robert B. Ahdieh
Author: Stephen M. Bainbridge
Author: Arthur M. Borden
Author: F. Scott Kieff
Author: Robert B. Thompson
Author: United States. Congress. House. Committee on Financial Services. Subcommittee on Capital Markets, Securities, and Investment
Author: United States. Congress. House. Committee on Financial Services. Subcommittee on Capital Markets, Securities, and Investment
Author: Joan MacLeod Heminway