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.
Corporate governance: An examination of U.S. and European models
