Dodd-Frank: Quack Federal Corporate Governance Round II
Stephen M. Bainbridge
University of California, Los Angeles (UCLA) - School of Law
September 7, 2010
UCLA School of Law, Law-Econ Research Paper No. 10-12
In 2005, Roberta Romano famously described the Sarbanes-Oxley Act as “quack corporate governance.” In this article, Professor Stephen Bainbridge argues that the corporate governance provisions of the Dodd-Frank Act of 2010 also qualify for that sobriquet.
The article identifies 8 attributes of quack corporate governance regulation: (1) The new law is a bubble act, enacted in response to a major negative economic event. (2) It is enacted in a crisis environment. (3) It is a response to a populist backlash against corporations and/or markets. (4) It is adopted at the federal rather than state level. (5) It transfers power from the states to the federal government. (6) Interest groups that are strong at the federal level but weak at the Delaware level support it. (7) Typically, it is not a novel proposal, but rather a longstanding agenda item of some powerful interest group. (8) The empirical evidence cited in support of the proposal is, at best, mixed and often shows the proposal to be unwise.
All of Dodd-Frank meets the first three criteria. It was enacted in the wake of a massive populist backlash motivated by one of the worst economic crises in modern history. As the article explains in detail, the corporate governance provisions each satisfy all or substantially all of the remaining criteria.
Number of Pages in PDF File: 43
Keywords: Sarbanes-Oxley, SOX, Dodd-Frank, Wall Street Reform, Corporate Governance, Federalism, Delaware, Congress, SEC, Securities Regulation, Corporate Law
JEL Classification: K22Accepted Paper Series
Date posted: September 9, 2010 ; Last revised: October 10, 2010
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