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The Federalization of Corporate Governance$
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Marc I. Steinberg

Print publication date: 2018

Print ISBN-13: 9780199934546

Published to Oxford Scholarship Online: March 2018

DOI: 10.1093/oso/9780199934546.001.0001

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The SOX and Dodd-Frank Acts—Modern Federal Corporate Governance Initiatives

The SOX and Dodd-Frank Acts—Modern Federal Corporate Governance Initiatives

(p.191) 5 The SOX and Dodd-Frank Acts—Modern Federal Corporate Governance Initiatives
The Federalization of Corporate Governance

Marc I. Steinberg

Oxford University Press

In response to several corporate scandals, the Sarbanes-Oxley Act of 2002 (SOX) implemented substantive corporate governance mandates that were adopted as federal law. It focused on restoring financial disclosure transparency and revitalizing investor confidence in the financial markets’ integrity. A few years thereafter, the 2008 financial crisis precipitated the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act). This Act aimed at forestalling another financial crisis through enhanced corporate governance regulation and placing meaningful restraints on undue risk-taking conduct. The chapter focuses on several key provisions of the SOX and the Dodd-Frank Acts, as well as SEC rules and regulations promulgated thereunder. Among these provisions as covered in this chapter are: CEO and CFO certifications, audit committees, executive clawback provisions, director independence, nominating and corporate governance committees, codes of ethics, corporate governance disclosures, say-on-pay and golden parachute provisions, loans to insiders, and equitable relief.

Keywords:   corporate governance, Sarbanes-Oxley Act, SOX, Dodd-Frank Act, say-on-pay provisions

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