Corporate Governance Jurisdictional Comparisons: United States, 1st Ed.

Abstract

The US legal system consists of a combination of state and federal common law, statutory law and rules and regulations of various government agencies, including in the area of securities law and rules applicable to publicly listed companies promulgated by the US Securities and Exchange Commission (the SEC) and self-regulatory organisations, such as the stock exchanges, which are supervised by the SEC. In addition to these sources and judge-made law (principally of the Delaware Court of Chancery, as most US corporations are incorporated in the state of Delaware), the US corporate governance regime derives from a variety of non-legal sources, including best practice recommendations and guidelines and proposals advanced by shareholders, proxy advisory firms and various interest groups. Moreover; the ability of corporations and their shareholders to privately order the vast majority of their governance arrangements and the structure of the US market - in which most public companies now have widely dispersed and diversified· shareholder bases, controlling shareholders are rare and institutional investor intermediaries of varying types hold more than 70 per cent of publicly traded securities (as compared with less than 10 per cent in the 1950s)- strongly influence corporate governance.

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

JEL Classification: K20, K22