The Federalization of Corporate Governance

This book focuses on the federalization of corporate governance in the United States from both historical and contemporary perspectives. At the outset, it is clear that state corporate law remains vital with respect to the propriety of substantive fiduciary conduct as well as setting forth the relations among and between the corporation, its fiduciaries, its shareholders, and its other stakeholders. Accordingly, the ensuing chapters focus on key aspects of state corporate law to illustrate the continued importance of state company law impacting corporate governance.

This book focuses on the federalization of corporate governance in the United States from both historical and contemporary perspectives. Although the states traditionally have regulated the sphere of corporate governance - encompassing the relations among and between the subject corporation, its directors, its officers, its stockholders, and other stakeholders - federal law today impacts the governance of publicly-traded companies to a greater degree than ever before in U.S. history. This book discusses the evolution and development of corporate governance from a federal law perspective from the commencement of the twentieth century to the present. It examines the tension between state company law and federal law, analyzes the federal historical developments, explains the ramifications of the federal legislation enacted during the past two decades, and recommends corrective measures that should be implemented. The book accordingly provides an original, historical, and contemporary analysis of the federalization of corporate governance - a subject that impacts this country''s economic well-being in a very fundamental way.