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Keeping Better CompanyCorporate Governance Ten Years On$
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Jonathan Charkham

Print publication date: 2008

Print ISBN-13: 9780199243198

Published to Oxford Scholarship Online: October 2011

DOI: 10.1093/acprof:oso/9780199243198.001.0001

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The United States of America

The United States of America

(p.227) 5 The United States of America
Keeping Better Company

Jonathan P. Charkham

Oxford University Press

This chapter is about the publicly held companies in the USA. Ever since independence the states have fought to limit the role of the Federal government. Wherever a company operates it may choose any state in which to incorporate, and the states compete for its business. The recent reforms led by the Sarbanes–Oxley Act (SOX) apply directly only to them and their audit firms. The chief, but not all-powerful, machine for exerting Federal pressure is the Securities and Exchange Commission (SEC) that regulates many of the processes affecting companies, shareholders, and the market, and the traffic between them. The New York Stock Exchange is the dominant institution in the stock market. Meanwhile, control of a US company can pass by replacing enough of the board through the proxy process, but the usual route is by acquiring a majority of the votes through a tender offer.

Keywords:   Sarbanes–Oxley Act, USA, Federal government, Securities and Exchange Commission, companies, New York Stock Exchange, shareholders, market

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