The SOX and Dodd-Frank Acts—Modern Federal Corporate Governance Initiatives

2018 ◽  
Author(s):  
Marc I. Steinberg
Keyword(s):  
Corporate Governance ◽  
Financial Crisis ◽  
Codes Of Ethics ◽  
Audit Committees ◽  
Federal Law ◽  
Wall Street ◽  
Corporate Scandals ◽  
Consumer Protection Act ◽  
Sarbanes Oxley ◽  
The 2008 Financial Crisis

In response to several corporate scandals, the Sarbanes-Oxley Act of 2002 (SOX) implemented substantive corporate governance mandates that were adopted as federal law. It focused on restoring financial disclosure transparency and revitalizing investor confidence in the financial markets’ integrity. A few years thereafter, the 2008 financial crisis precipitated the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act). This Act aimed at forestalling another financial crisis through enhanced corporate governance regulation and placing meaningful restraints on undue risk-taking conduct. The chapter focuses on several key provisions of the SOX and the Dodd-Frank Acts, as well as SEC rules and regulations promulgated thereunder. Among these provisions as covered in this chapter are: CEO and CFO certifications, audit committees, executive clawback provisions, director independence, nominating and corporate governance committees, codes of ethics, corporate governance disclosures, say-on-pay and golden parachute provisions, loans to insiders, and equitable relief.

The Aftermath

Divested ◽  
2020 ◽  
pp. 157-175
Author(s):  
Ken-Hou Lin ◽  
Megan Tobias Neely
Keyword(s):  
Corporate Governance ◽  
Financial Crisis ◽  
Market Power ◽  
Financial Market ◽  
Wealth Inequality ◽  
Wall Street ◽  
2008 Financial Crisis ◽  
Legal Responses ◽  
Mortgage Crisis ◽  
The 2008 Financial Crisis

The 2008 financial crisis and its aftermath exacerbated both income and wealth inequality. Incomes remained steady for top earners but dropped for the bottom 60 percent of earners. The mortgage crisis signaled a collapse in wealth for middle- and working-class families. Chapter 7 traces the major developments since the financial crisis, showing how most regulatory and legal responses were designed to boost liquidity, reduce systematic risk, and penalize fraudulent activities in financial markets. While working toward these goals, these policies simultaneously facilitated the increased concentration of financial market power and intensified the intertwinement of Wall Street and Pennsylvania Avenue, the private intermediation of public services, and the dominance of finance in corporate governance. In the end, these policies have done more to restore than reform the financial order.

An Evolutionary Process—The Federalization of Corporate Governance

2018 ◽  
Author(s):  
Marc I. Steinberg
Keyword(s):  
Corporate Governance ◽  
Historical Perspective ◽  
Evolutionary Process ◽  
Stock Exchanges ◽  
Federal Law ◽  
Sarbanes Oxley

This chapter provides an overview regarding the federalization of corporate governance as an evolutionary process. From this perspective, the chapter examines both state and federal law that impact corporate governance. As the chapter explains, from a historical perspective, the states emerged as the primary regulator of corporate governance. Today, Delaware has emerged as the preeminent state where publicly-held corporations elect to incorporate. Nonetheless, federal law, even from a traditional perspective, impacted corporate governance, such as the SEC’s shareholder proposal rule adopted over 75 years ago. With the enactment of the Sarbanes-Oxley Act of 2002, the Dodd-Frank Act of 2010, SEC rules adopted under the authority of these statutes, and the emergence of stricter substantive listing requirements mandated by the national stock exchanges, federal law principles are now firmly established.

scholarly journals The More, The Better? A Case History Of Audit Committee Regulations

2013 ◽  
Vol 9 (2) ◽  
pp. 105-110
Author(s):  
Songtao Mo ◽  
Yifan Shi ◽  
Yajing Wang
Keyword(s):  
Corporate Governance ◽  
Critical Thinking ◽  
Case History ◽  
Audit Committee ◽  
Learning Experience ◽  
Audit Committees ◽  
Regulatory Environment ◽  
Regulatory Changes ◽  
Sarbanes Oxley ◽  
History Of

An understanding of changing auditing regulatory environment is vital in preparing students for the challenges in the accounting profession. The revised requirements for audit committees are one of the significant changes after the Sarbanes-Oxley Act of 2002. Presenting a case history of regulatory changes for audit committees, this study requires students to critically analyze information and to conduct research on auditing topics. Meanwhile, integrating further discussion on corporate governance into auditing class can enrich students learning experience by stimulating critical thinking.

Regulation of Swaps

2019 ◽  
pp. 249-286
Author(s):  
Alan N. Rechtschaffen
Keyword(s):  
Financial Crisis ◽  
Financial Institutions ◽  
Consumer Protection ◽  
Federal Reserve ◽  
Regulatory Regime ◽  
Wall Street ◽  
Regulatory Oversight ◽  
Consumer Protection Act ◽  
Reporting Requirements ◽  
Derivatives Markets

Former Federal Reserve Chairman Ben S. Bernanke classified derivatives as a “vulnerability” of the financial system that led to the financial crisis. He explained that derivatives concentrated risk within particular financial institutions and markets without sufficient regulatory oversight. The Wall Street Reform and Consumer Protection Act—Dodd-Frank—constituted a seismic shift in the regulation of financial institutions and markets in a massive effort to address regulatory shortcomings in derivatives markets. This chapter discusses the Dodd-Frank regulatory regime. Topics covered include the Dodd-Frank and derivatives trading; jurisdiction and registration; clearing, exchange, capital and margin, and reporting requirements; analysis of the provisions of Dodd-Frank on derivatives trading; rationale behind the exemptions and exclusions; the Lincoln Rule; Futures Commission Merchants; and criticisms of Dodd-Frank's derivatives trading provisions.

Wall Street women: professional saviors of the global economy

2015 ◽  
Vol 11 (2) ◽  
pp. 137-155 ◽  
Author(s):  
Melissa Fisher
Keyword(s):  
Financial Crisis ◽  
Global Economy ◽  
First Generation ◽  
Field Work ◽  
Financial Policy ◽  
Wall Street ◽  
Content Type ◽  
Cultural Power ◽  
The 2008 Financial Crisis ◽  
Practical Implications

Purpose – This paper aims to, by drawing on two decades of field work on Wall Street, explore the recent evolution in the gendering of Wall Street, as well as the potential effects – including the reproduction of financiers’ power – of that evolution. The 2008 financial crisis was depicted in strikingly gendered terms – with many commentators articulating a divide between masculine, greedy, risk-taking behavior and feminine, conservative, risk-averse approaches for healing the crisis. For a time, academics, journalists and women on Wall Street appeared to be in agreement in identifying women’s feminine styles as uniquely suited to lead – even repair – the economic debacle. Design/methodology/approach – The article is based on historical research, in-depth interviews and fieldwork with the first generation of Wall Street women from the 1970s up until 2013. Findings – In this article, it is argued that the preoccupation in feminine styles of leadership in finance primarily reproduces the power of white global financial elites rather than changes the culture of Wall Street or breaks down existent structures of power and inequality. Research limitations/implications – The research focuses primarily on the ways American global financial elites maintain power, and does not examine the ways in which the power of other international elites working in finance is reproduced in a similar or different manner. Practical implications – The findings of the article provide practical implications for understanding the gendering of financial policy making and how that gendering maintains or reproduces the economic system. Social implications – The paper provides an understanding of how the gendered rhertoric of the financial crisis maintains not only the economic power of global financial elites in finance but also their social and cultural power. Originality/value – The paper is based on original, unique, historical ethnographic research on the first generation of women on Wall Street.

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