The Corporate Governance Review: United States (1st Ed.)

Law Business Research, London, First Ed. (2011)

22 Pages Posted: 24 Jun 2020 Last revised: 4 Sep 2020

See all articles by Adam O. Emmerich

Adam O. Emmerich

Wachtell, Lipton, Rosen & Katz

William Savitt

Wachtell, Lipton, Rosen & Katz

Brian M. Walker

Wachtell, Lipton, Rosen & Katz

Date Written: June 1, 2011

Abstract

The sources of corporate governance law and regulation in the United States are state corporate law (predominantly Delaware, in which over half of all US publicly traded corporations are incorporated); the federal 1933 Securities Act and 1934 Securities Exchange Act and regulations of the Securities and Exchange Commission (‘SEC’) under those Acts; stock exchange listing rules (predominantly the New York Stock Exchange and NASDAQ); proxy advisory firms (predominantly Institutional Shareholder Services) and the influence those proxy advisors have on the institutional investor community; and federal statutes in regard to particular areas of corporate practice (for example, the Hart-Scott-Rodino Act requiring antitrust pre-clearance of most corporate acquisitions, the Federal Reserve and other federal agencies with respect to banks and other financial institutions, the Foreign Corrupt Practices Act prohibiting bribery and other corrupt practices in other countries by domestic entities and certain foreign issuers of securities). Because of the federal system of US law, these different sources of law are not always harmonized and corporations are often subject to different obligations to federal and state governments, as well as regulators at each level of government. This mosaic of rules and regulations, and the various authorities and mechanisms by which they are implemented and enforced, make for an environment of frequent change and evolution.

Keywords: Corporate Governance, United States, U.S., US, USA

JEL Classification: K20, K22

Suggested Citation

Emmerich, Adam O. and Savitt, William and Walker, Brian M., The Corporate Governance Review: United States (1st Ed.) (June 1, 2011). Law Business Research, London, First Ed. (2011), Available at SSRN: https://ssrn.com/abstract=3625860

Adam O. Emmerich (Contact Author)

Wachtell, Lipton, Rosen & Katz ( email )

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William Savitt

Wachtell, Lipton, Rosen & Katz ( email )

51 West 52nd Street
New York, NY 10019
United States
212-403-1329 (Phone)
212-403-2329 (Fax)

Brian M. Walker

Wachtell, Lipton, Rosen & Katz ( email )

51 West 52nd Street
New York, NY 10019
United States

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