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http://ssrn.com/abstract=878246
 
 

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Federalism vs. Federalization: Preserving the Division of Responsibility in Corporation Law


E. Norman Veasey


Supreme Court of Delaware

Shawn Pompian


Independent Author

Christine Di Guglielmo


Weil Gotshal & Manges LLP

December 15, 2005

Yale Law & Economics Research Paper No. 324

Abstract:     
An efficient division of responsibility, and the specialization that necessarily accompanies it, lie at the heart of any successful business enterprise. The same principle applies with equal force to the institutions charged with regulating those enterprises or adjudicating their conduct. Since the enactment of the Securities Exchange Act of 1934 (the 1934 Act), the prevailing division of responsibility in the United States has broadly followed a federal model: The federal government has limited itself (with important exceptions) to disclosure issues in regulating the flow of information from public corporations to the securities markets, while the states have established the legal framework governing the firms' internal affairs. There is also a third, ambiguous area that some describe as the regulation of voting "procedure." That is a term that has some surface legitimacy, but there is a concern that it may sometimes be used as a bootstrap argument for increased federalization.

Number of Pages in PDF File: 63

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Date posted: January 28, 2006  

Suggested Citation

Veasey, E. Norman and Pompian, Shawn and Di Guglielmo, Christine, Federalism vs. Federalization: Preserving the Division of Responsibility in Corporation Law (December 15, 2005). Yale Law & Economics Research Paper No. 324. Available at SSRN: http://ssrn.com/abstract=878246

Contact Information

E. Norman Veasey (Contact Author)
Supreme Court of Delaware ( email )
820 N. French Street
11th Floor
Wilmington, DE 19801
United States
302-577-8425 (Phone)
302-577-3702 (Fax)
Shawn Pompian
Independent Author
No Address Available
Christine Di Guglielmo
Weil Gotshal & Manges LLP ( email )
767 Fifth Avenue
New York, NY 10153
United States
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