Document Type
Article
Publication Date
1-1-2005
Keywords
Sarbanes-Oxley Act, federalism
Abstract
Commentators have argued that the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley” or the “Act”) raises federalism concerns because it regulates the internal affairs of a corporation, including the composition of, and qualifications for, corporate boards, in a manner traditionally reserved to states. This Article responds to those claims, arguing that the Act reflects a relatively minimal intrusion into state law, particularly with regard to issues of director independence. This Article further argues that the Act’s failure to disturb state law on these issues may impede its ability to tighten director independence standards and by extension may undermine its ability to improve the quality of directors’ monitoring of corporate behavior.
Publication Citation
31 Ohio Northern University Law Review 381 (2005).
Disciplines
Securities Law
Digital Commons Citation
Fairfax, Lisa M., "Sarbanes-Oxley, Corporate Federalism, and the Declining Significance of Federal Reforms on State Director Independence Standards" (2005). Faculty Scholarship. 108.
https://digitalcommons.law.umaryland.edu/fac_pubs/108