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Is Regulatory Competition a Problem or Irrelevant for Corporate Governance?

Roberta Romano

Yale Law School; National Bureau of Economic Research (NBER); European Corporate Governance Institute (ECGI)

March 27, 2005

Yale Law & Economics Research Paper 307; Yale ICF Working Paper 05-02; NYU, Law and Economics Research Paper 04-03
ECGI - Law Working Paper No. 26/2005

This article provides an analysis of why regulatory competition in corporate law has operated, for the most part, successfully in the United States, and critiques the position of commentators who are skeptical of the significance and extent of state competition. The article begins by setting out the context in which regulatory competition has been most recently criticized, the U.S. Congress's response to corporate accounting scandals in the Sarbanes-Oxley Act, and by briefly noting how the problematic features of that legislative response underscore the benefits of regulatory competition. It then evaluates recent criticisms of regulatory competition that focus on the role of the federal government, or the incentives of states other than the leading incorporation state, Delaware, and conclude that U.S. corporate law is not the product of state competition. The article contends that these permutations on the state competition debate do not provide a satisfactory positive explanation of the behavior or the influence of the states and federal government. The minimum policy implication of the analysis is that it would be imprudent for policymakers to overlook the competitive regulatory experience in U.S. corporate law when assessing the approach to take to company and securities law. Prepared for the Special Issue of the Oxford Review of Economic Policy on Corporate Governance and the Corporate Governance Conference at the Said Business School, University of Oxford, January 28, 2005.

Number of Pages in PDF File: 46

Keywords: regulatory competition,corporate law,corporate governance,Sarbanes-Oxley Act

JEL Classification: G30, G38, K22

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Date posted: March 28, 2005  

Suggested Citation

Romano, Roberta, Is Regulatory Competition a Problem or Irrelevant for Corporate Governance? (March 27, 2005). ; ECGI - Law Working Paper No. 26/2005. Available at SSRN: https://ssrn.com/abstract=693484 or http://dx.doi.org/10.2139/ssrn.693484

Contact Information

Roberta Romano (Contact Author)
Yale Law School ( email )
P.O. Box 208215
New Haven, CT 06520-8215
United States
203-432-4965 (Phone)
203-432-4871 (Fax)

National Bureau of Economic Research (NBER)
1050 Massachusetts Avenue
Cambridge, MA 02138
United States
European Corporate Governance Institute (ECGI)
B-1050 Brussels
HOME PAGE: http://www.ecgi.org
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