An Overview of United States Corporate Governance in Publicly Traded Corporations

Abstract:     
The paper was prepared as a national report for the 18th International Congress of Comparative Law to be held in Washington in July 2010. It is an overview of the legal rules and mechanisms designed to protect shareholders and allow manages to effectively run publicly traded corporations in the United States. The particular influences of the focus of corporate governance, federalism (particularly the role of financial scandals) and types of shareholder ownership are discussed. Another reporter deals with fiduciary duty and its enforcement under state law. An edited version of this report will appear in a future edition of the American Journal of Comparative Law.

Keywords: of directors, corporate governance, corporate law, federal securities law, federalism, financial scandals, hostile tender offers, independent directors, institutional investors, proxy fights, proxy voting, publicly trades corporation, shareholder ownership, shareholder voting, Sarbanes Oxley

Working Paper Series