36 Pages Posted: 31 Jul 2006
Commentators have argued that the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley" or the "Act") raises federalism concerns because it regulates the internal affairs of a corporation, including the composition of, and qualifications for, corporate boards, in a manner traditionally reserved to states. This Article responds to those claims, arguing that the Act reflects a relatively minimal intrusion into state law, particularly with regard to issues of director independence. This Article further argues that the Act's failure to disturb state law on these issues may impede its ability to tighten director independence standards and by extension may undermine its ability to improve the quality of directors' monitoring of corporate behavior.
Keywords: Sarbanes-Oxley Act, federalism, corporate law
Suggested Citation: Suggested Citation
Fairfax, Lisa M., Sarbanes-Oxley, Corporate Federalism, and the Declining Significance of Federal Reforms on State Director Independence Standards. Ohio Northern University Law Review, Vol. 31, p. 381, 2005; U of Maryland Legal Studies Research Paper No. 921036. Available at SSRN: https://ssrn.com/abstract=921036