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Corporate Governance after the Financial Crisis

Online ISBN:
9780199932696
Print ISBN:
9780199772421
Publisher:
Oxford University Press
Book

Corporate Governance after the Financial Crisis

Stephen M. Bainbridge
Stephen M. Bainbridge

William D. Warren Distinguished Professor of Law

University of California at Los Angeles School of Law (UCLA)
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Published online:
24 May 2012
Published in print:
24 January 2012
Online ISBN:
9780199932696
Print ISBN:
9780199772421
Publisher:
Oxford University Press

Abstract

The years from 2000 to 2010 were bookended by two major economic crises. The bursting of the dotcom bubble and the extended bear market of 2000 to 2002 prompted Congress to pass the Sarbanes–Oxley Act, which was directed at core aspects of corporate governance. At the end of the decade came the bursting of the housing bubble, followed by a severe credit crunch, and the worst economic downturn in decades. In response, Congress passed the Dodd–Frank Act, which changed vast swathes of financial regulation. Among these changes were a number of significant corporate governance reforms. This book asks two questions about these changes. First, are they a good idea that will improve corporate governance? Second, what do they tell us about the relative merits of the federal government and the states as sources of corporate governance regulation? Traditionally, corporate law was the province of the states. Today, however, the federal government is increasingly engaged in corporate governance regulation. The changes examined in this work provide a series of case studies in which to explore the question of whether federalization will lead to better outcomes. The book analyzes these changes in the context of corporate governance, executive compensation, corporate fraud and disclosure, shareholder activism, corporate democracy, and declining US capital market competitiveness.

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