What state and federal laws primarily contribute to corporate governance?
Regulation of corporate governance practices is a mixture of state and federal law and organizational requirements. Below is a list of the primary state and federal laws and stock exchange rules contributing to corporate governance:
- state-specific corporate laws (particularly Delaware law and Model Business Corporation Act states),
- the Securities Exchange Act of 1934 (34 Act) and SEC Rules,
- the Sarbanes-Oxley Act of 2002 (SOX)
- the Foreign Corrupt Practices Act (FCPA)
- the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank),
- the listing standards of the NYSE and NASDAQ
- the advisor rules from Proxy Advisory Firms.
Each of the above sources of regulation are discussed in detail below.
Discussion: If corporate entities exist by virtue of state law, why do you think that there are so many federal laws and private organization standards concerning corporate governance?