The Federalization of Corporate Governance

by Marc I. Steinberg

Overview

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.

Product Details

ISBN-13:	9780199934546
Publisher:	Oxford University Press
Publication date:	03/23/2018
Pages:	328
Product dimensions:	6.20(w) x 9.30(h) x 0.90(d)

About the Author

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.

Table of Contents

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

Editorial Reviews

"Professor Steinberg's book is an extremely important addition to the development of our securities laws. I put this on par with Professor Loss's Treatise on the Securities Laws. It demonstrates the emergence of Professor Steinberg as the leading scholar in the field. The treatise demonstrates Professor Steinberg's control of the subject matter, and his ability to see where the law is going and to show how it is getting there. That is why the Steinberg book is so important."- Judge Stanley Sporkin, U.S. federal district judge (retired), former SEC Enforcement Director, former General Counsel of the CIA

"Professor Steinberg has written a very readable, comprehensive, and historical analysis of the fascinating study of the tension between the internal affairs doctrine under state law and the contained role of federal law in the firmament of corporate governance. Although some of Professor Steinberg's policy conclusions may be controversial, this book is a very valuable contribution to the literature as a meticulously-researched and thoughtfully-organized scholarly work."- E. Norman Veasey, Former Chief Justice, Delaware Supreme Court

"Professor Steinberg's book is a thorough and valuable historical survey of federal government initiatives with regard to corporate governance. It is a welcome addition to the literature on this topic. Although efforts for a federal incorporation law have failed, as the author points out, many federal regulatory controls have nevertheless been adopted. The Federalization of Corporate Governance should become a useful and informative text for professors, students, and policy makers."- Roberta S. Karmel, Professor, Brooklyn Law School; former Commissioner, Securities and Exchange Commission

"Marc Steinberg expertly traces the century-long history of the effort to create a federal corporation law. Rebuffed in its full form from the Progressive Era on, its newly salient corporate-governance elements now have been implanted within the federal statutory framework. The author describes this journey in the context of federalism, persuasively criticizes remaining systemic and substantive shortcomings, and suggests necessary and politically feasible reforms to remedy them."- Richard M. Buxbaum, Jackson H. Ralston Professor of International Law (Emeritus), University of California, Berkeley, School of Law

From the Publisher