A Prescription to Retire the Rhetoric of 'Principles-Based Systems' in Corporate Law, Securities Regulation and Accounting

65 Pages Posted: 13 Mar 2007

See all articles by Lawrence A. Cunningham

Lawrence A. Cunningham

George Washington University; Quality Shareholders Group; Mayer Brown


This Article corrects widespread misconception about whether complex regulatory systems can be fairly described as either "rules-based" or "principles-based" (also called "standards-based"). Promiscuous use of these labels has proliferated in the years since the implosion of Enron Corp. While the concepts of rules and principles (or standards) are useful to classify individual provisions, they are not scalable to the level of complex regulatory systems. The Article uses examples from corporate law, securities regulation and accounting to illustrate this problematic phenomenon before turning to a series of possible explanations for the widespread use of these misleading labels. The piece contributes to the substantive fields it uses to animate the inquiry and to more general jurisprudential literature on the rules-standards question.

Keywords: rules, principles, standards, rhetoric, politics, ethics, Delaware, GAAP, IFRS, regulatory competition

JEL Classification: M41, M44, M49, L22, G18

Suggested Citation

Cunningham, Lawrence A., A Prescription to Retire the Rhetoric of 'Principles-Based Systems' in Corporate Law, Securities Regulation and Accounting. Boston College Law School Research Paper No. 127, Vanderbilt Law Review, Vol. 60, October-November 2007, Available at SSRN: https://ssrn.com/abstract=970646

Lawrence A. Cunningham (Contact Author)

George Washington University ( email )

Quality Shareholders Group ( email )

HOME PAGE: http://https://qualityshareholdersgroup.com/

Mayer Brown ( email )

HOME PAGE: http://mayerbrown.com

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