Congress enacted the Sarbanes-Oxley Act and the Dodd-Frank Act in response to the economic crises of the first decade of the new mitlennium. Are they a good idea to improve corporate governance? And, what do they tell us about the relative merits of the federal government and the states as sources of corporate governance regulation? Although corporate law was traditionally the province of the states, today the federal government is increasingly engaged in corporate governance regulation. The changes examined in this work provide case studies 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 dectining U.S. capital market competitiveness.
This paperback edition contains a postscript concerning two particular areas that warrant further discussion. One is executive compensation and the other is sharehotder activism. In both areas, the flaws identified in the book in the regimes mandated by the Sarbanes-Oxley Act and the Dodd-Frank Act proved especially problematic.
« Professor Bainbridge has written an important book for those seeking to understand the theoretical and practical implications of Dodd-Frank, Sarbanes-Oxley, and the federal government's foray into corporate regulation. »
Professor Steven Davidoff, N.Y. Times « Deal Professor »
« Corporate Governance after the Financial Crisis , is a 'must read' not only for corporate scholars, but also Land perhaps more importantly) for federal policy makers. Professor Bainbridge incisively peels away the layers of the onion that encapsulate the complex issues lying at the heart of corporate governance and principtes of federalism. »
The honorable E. Norman Veasey, Senior Partner, Weil, Gotshal & Manges LLP and former Chief Justice, Delaware Supreme Court
« In this important work, Stephen Bainbridge exposes the flaws in the modern notion that corporations should be treated as Little democracies, and shows how this erroneous idea influenced the framing of both the Sarbanes-Oxley Act and the Dodd-Frank Act. »
Peter J. Wallison, Arthur F. Burns Fellow in Financial Policy Studies, American Enterprise Institute
Stephen M. Bainbridge is the William D. Warren Distinguished Professor of Law at UCLA, where he teaches Business Associations, Advanced Corporation Law, and a seminar on corporate governance.