The Federalization of Corporate Governance

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.

Auteur

Marc I. Steinberg is the Rupert and Lillian Radford Professor of Law at the Southern Methodist University (SMU) Dedman School of Law. He has served as a Professor or Fellow at several other outstanding universities, including the University of Cambridge, University of London, Heidelberg University, Stockholm University, Bar Ilan University, University of Sydney, University of Hong Kong, and University of Pennsylvania. Professor Steinberg was an attorney for the U.S. Securities and Exchange Commission in the SEC's Enforcement Division and its Office of General Counsel. He also has been retained as an expert witness in several high profile cases. Professor Steinberg has authored more than 150 law review articles as well as 36 books. He is editor-in-chief of The International Lawyer and The Securities Regulation Law Journal. Professor Steinberg is a member of The American Law Institute.

Contenu

About the Author Acknowledgments 1. An Evolutionary Process - The Federalization of Corporate Governance 2. Twentieth Century Legislative Proposals - Federal Incorporation and Related Efforts 3. The SEC's Impact on the Federalization of Corporate Governance - A Traditional Perspective 4. The SEC's Shareholder Proposal Rule and Related Developments 5. The SOX and Dodd-Frank Acts - Modern Federal Corporate Governance Initiatives 6. The Impact of Stock Exchange Rules on the Federalization of Corporate Governance 7. Unresolved Business: Federal Corporate Governance Enhancements 8. Future Federalization of Corporate Governance Index