State and Federal Corporate Governance Laws

Cite this article as: Jason Mance Gordon, "State and Federal Corporate Governance Laws," in The Business Professor, updated January 13, 2015, last accessed April 8, 2020, https://thebusinessprofessor.com/knowledge-base/state-and-federal-corporate-governance-laws/.
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State and Federal Corporate Governance Law
This video explains what are the primary state and federal corporate governance laws.

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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?

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