The Federalization of Corporate Governance—An Evolving Process

Abstract

This Article focuses on the timely subject of the federalization of corporate governance in the United States from both contemporary and historical perspectives. Although the states traditionally have overseen the sphere of corporate governance, federal law today affects the governance of publicly held corporations to a greater extent than ever before in our nation’s history. This Article, drawn from the author’s recently published Oxford University Press book (The Federalization of Corporate Governance), addresses this timely subject from the commencement of the 20th century to the present. Through the decades, the federalization of corporate governance has gone through periods of activism, gradual transition, and stagnation. While the Sarbanes-Oxley and Dodd-Frank Acts intensified this federalization process, it is an overstatement to conclude that these Acts comprise its foundational components. Rather, these Acts significantly enhanced the strong presence of federal corporate governance that already prevailed.

Keywords: corporate governance, federalization, publicly held corporations, federal law – publicly-traded companies, SEC