The Changing Face of Corporate Governance Regulation in the United States: The Evolving Roles of the Federal and State Governments

Abstract

Since the 1930s, the United States federal government and the individual states have shared the responsibility for regulating the governance of public corporations. In general, the states have regulated the substance of corporate governance, while the federal government has focused on regulating the communications of public corporations with investors and securities markets. This Article explores three topics related to this shared responsibility for corporate governance regulation: First, it discusses, in greater detail, the basic division of the authority to regulate corporate governance between the United States federal government, on the one hand, and the individual states, on the other; second, it explores how this division of authority has evolved since the 1930s; and third, it offers some thoughts on the future of this shared regulatory responsibility, concluding that, there is little to fear, and much to gain, from retaining the current system of shared regulatory responsibility.