The Irrelevance of State Corporate Law in the Governance of Public Companies

Released on by J. Robert Brown
preview-18

  • The Irrelevance of State Corporate Law in the Governance of Public Companies Book Detail

  • Author : J. Robert Brown
  • Release Date : 2007
  • Publisher :
  • Genre :
  • Pages : 0
  • ISBN 13 :
  • File Size : 61,61 MB
DOWNLOAD BOOK

The Irrelevance of State Corporate Law in the Governance of Public Companies by J. Robert Brown PDF Summary

Book Description: Weak state regulation of corporate governance process and the race to the bottom resulted in federal intervention in the 1930s and the adoption of the securities laws. The laws largely ousted the states from the corporate disclosure and proxy process. The duties of directors, however, remained subject to state regulation. The race to the bottom, therefore, continued. One example was the adoption of waiver of liability provisions. It took less than two decades after Delaware adopted the first such provision in the aftermath of Van Gorkom for all 50 states to have something similar in place. Likewise, fiduciary obligations gradually weakened, with Delaware all but eliminating the duty of loyalty, replacing substantive fairness with ineffective procedural requirements. The predicable scandals and excesses followed. Congress responded with the adoption of Sarbanes-Oxley and federalizing some portions of the duties of officers and directors. SOX, however, did not do so in a systematic way. As a result, neither the states nor the federal government adequately regulate the behavior of corporate managers. Said another way, the dynamics that resulted in the scandals of the millennium largely remain in place.

Disclaimer: www.yourbookbest.com does not own The Irrelevance of State Corporate Law in the Governance of Public Companies books pdf, neither created or scanned. We just provide the link that is already available on the internet, public domain and in Google Drive. If any way it violates the law or has any issues, then kindly mail us via contact us page to request the removal of the link.

Comparative Corporate Governance

Comparative Corporate Governance

File Size : 59,59 MB
Total View : 1815 Views
DOWNLOAD

This research handbook provides a state-of-the-art perspective on how corporate governance differs between countries around the world. It covers highly topical