Pub Date : 2021-08-11DOI: 10.1093/oso/9780197583142.003.0002
Marc I. Steinberg
This chapter focuses on the disclosure framework of the federal securities laws. It explores the benefits as well as drawbacks of the current regimen and recommends measures that should be implemented to enhance its efficacy. Subjects addressed in this chapter include the focus of the securities laws on adequate disclosure rather than substantive fairness, the concept of materiality, the mandatory disclosure framework, the integrated disclosure system, the SEC’s dismantling of the mandatory disclosure framework in certain contexts, and the disclosure obligations placed upon publicly-held companies by the national securities exchanges. Upon analysis, significant gaps and drawbacks exist in this framework that should be remedied. The chapter thereupon proffers adaptable solutions that should meaningfully improve the disclosure regimen. Implementing these measures, including the requirement that companies (absent a meritorious business justification) promptly and adequately disclose all material information to the securities markets and investors, should enhance both market efficiency and investor protection.
{"title":"The Disclosure Regimen of the Federal Securities Laws","authors":"Marc I. Steinberg","doi":"10.1093/oso/9780197583142.003.0002","DOIUrl":"https://doi.org/10.1093/oso/9780197583142.003.0002","url":null,"abstract":"This chapter focuses on the disclosure framework of the federal securities laws. It explores the benefits as well as drawbacks of the current regimen and recommends measures that should be implemented to enhance its efficacy. Subjects addressed in this chapter include the focus of the securities laws on adequate disclosure rather than substantive fairness, the concept of materiality, the mandatory disclosure framework, the integrated disclosure system, the SEC’s dismantling of the mandatory disclosure framework in certain contexts, and the disclosure obligations placed upon publicly-held companies by the national securities exchanges. Upon analysis, significant gaps and drawbacks exist in this framework that should be remedied. The chapter thereupon proffers adaptable solutions that should meaningfully improve the disclosure regimen. Implementing these measures, including the requirement that companies (absent a meritorious business justification) promptly and adequately disclose all material information to the securities markets and investors, should enhance both market efficiency and investor protection.","PeriodicalId":443439,"journal":{"name":"Rethinking Securities Law","volume":"13 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-08-11","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128400198","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2021-08-11DOI: 10.1093/oso/9780197583142.003.0007
Marc I. Steinberg
This chapter addresses regulation of insider trading in the United States. Uncertainties and inconsistencies prevail in this setting resulting in disparate treatment for similarly situated actors. Other developed countries, while applying many principles of U.S. securities law to their securities markets, have rejected the U.S. approach in the insider trading context. To redress this situation, Congress should enact comprehensive legislation that meaningfully addresses the contours of the insider trading prohibition. Among other mandates, this legislation would: require corporate insiders to provide advance notice of their contemplated transactions in the subject company’s equity securities; bar corporate insiders and other access persons from trading in the subject company’s securities during the interval between the occurrence of a reportable event and the making of a SEC filing (such as a Form 8-K); close loopholes that currently exist with respect to the propriety of insider trading plans; and adopt a comprehensive access approach governing the legality of trading and tipping on the basis of material nonpublic information.
{"title":"Insider Trading","authors":"Marc I. Steinberg","doi":"10.1093/oso/9780197583142.003.0007","DOIUrl":"https://doi.org/10.1093/oso/9780197583142.003.0007","url":null,"abstract":"This chapter addresses regulation of insider trading in the United States. Uncertainties and inconsistencies prevail in this setting resulting in disparate treatment for similarly situated actors. Other developed countries, while applying many principles of U.S. securities law to their securities markets, have rejected the U.S. approach in the insider trading context. To redress this situation, Congress should enact comprehensive legislation that meaningfully addresses the contours of the insider trading prohibition. Among other mandates, this legislation would: require corporate insiders to provide advance notice of their contemplated transactions in the subject company’s equity securities; bar corporate insiders and other access persons from trading in the subject company’s securities during the interval between the occurrence of a reportable event and the making of a SEC filing (such as a Form 8-K); close loopholes that currently exist with respect to the propriety of insider trading plans; and adopt a comprehensive access approach governing the legality of trading and tipping on the basis of material nonpublic information.","PeriodicalId":443439,"journal":{"name":"Rethinking Securities Law","volume":"23 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-08-11","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114188177","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2021-08-11DOI: 10.1093/oso/9780197583142.003.0001
Marc I. Steinberg
This chapter explains the need for the “rethinking” of the federal securities laws, with particular emphasis on the Securities Act of 1933 and the Securities Exchange Act of 1934. Recognizing the historical preeminence of the U.S. securities law framework, the chapter first highlights key attributes that facilitate the effectuation of this achievement. Thereafter, the chapter addresses problematic characteristics of U.S. securities regulation. As set forth therein, the framework of securities regulation that exists today in the United States is comprised of piecemeal federal legislation, judicial decisions, SEC action, state securities (blue sky) activity, and self-regulatory organization oversight. As a consequence, the presence of consistent and logical regulation all too often is absent. With frequency, in both transactional and litigation settings, mandates apply that are erratic and antithetical to sound public policy. Setting the stage, in a preliminary manner, the chapter identifies several of the key problematic areas, succinctly explains their deficiencies, and suggests corrective measures that should be implemented.
{"title":"Rethinking Securities Law—Laying the Groundwork","authors":"Marc I. Steinberg","doi":"10.1093/oso/9780197583142.003.0001","DOIUrl":"https://doi.org/10.1093/oso/9780197583142.003.0001","url":null,"abstract":"This chapter explains the need for the “rethinking” of the federal securities laws, with particular emphasis on the Securities Act of 1933 and the Securities Exchange Act of 1934. Recognizing the historical preeminence of the U.S. securities law framework, the chapter first highlights key attributes that facilitate the effectuation of this achievement. Thereafter, the chapter addresses problematic characteristics of U.S. securities regulation. As set forth therein, the framework of securities regulation that exists today in the United States is comprised of piecemeal federal legislation, judicial decisions, SEC action, state securities (blue sky) activity, and self-regulatory organization oversight. As a consequence, the presence of consistent and logical regulation all too often is absent. With frequency, in both transactional and litigation settings, mandates apply that are erratic and antithetical to sound public policy. Setting the stage, in a preliminary manner, the chapter identifies several of the key problematic areas, succinctly explains their deficiencies, and suggests corrective measures that should be implemented.","PeriodicalId":443439,"journal":{"name":"Rethinking Securities Law","volume":"6 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-08-11","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124274264","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2021-08-11DOI: 10.1093/oso/9780197583142.003.0008
Marc I. Steinberg
This chapter focuses on mergers and acquisitions (M&A), entailing going-private transactions, tender offers, proxy contests, mergers, and similar types of transactions. While the framework established by the SEC and Congress on the federal level is commendable, significant gaps exist. This chapter focuses on these gaps and recommends specified measures that should be implemented. The recommended measures are directed toward elevating the federal government’s role to serve as the principal regulator overseeing the M&A process. Among the measures that should be adopted are that: state anti-takeover statutes should be federally preempted; the legitimacy of tactics undertaken in response to takeover bids should be within the province of federal law; and a necessary condition as to whether an offensive or defensive maneuver is permissible and given effect is whether the requisite shareholder approval has been obtained. Importantly, the recommendations advanced in this chapter do not materially impede M&A transactions, recognize that shareholder voice merits a primary role in this process, and correctly place matters of national policy with the federal government rather than the applicable state of incorporation.
{"title":"Mergers and Acquisitions","authors":"Marc I. Steinberg","doi":"10.1093/oso/9780197583142.003.0008","DOIUrl":"https://doi.org/10.1093/oso/9780197583142.003.0008","url":null,"abstract":"This chapter focuses on mergers and acquisitions (M&A), entailing going-private transactions, tender offers, proxy contests, mergers, and similar types of transactions. While the framework established by the SEC and Congress on the federal level is commendable, significant gaps exist. This chapter focuses on these gaps and recommends specified measures that should be implemented. The recommended measures are directed toward elevating the federal government’s role to serve as the principal regulator overseeing the M&A process. Among the measures that should be adopted are that: state anti-takeover statutes should be federally preempted; the legitimacy of tactics undertaken in response to takeover bids should be within the province of federal law; and a necessary condition as to whether an offensive or defensive maneuver is permissible and given effect is whether the requisite shareholder approval has been obtained. Importantly, the recommendations advanced in this chapter do not materially impede M&A transactions, recognize that shareholder voice merits a primary role in this process, and correctly place matters of national policy with the federal government rather than the applicable state of incorporation.","PeriodicalId":443439,"journal":{"name":"Rethinking Securities Law","volume":"58 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-08-11","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125384523","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2021-08-11DOI: 10.1093/oso/9780197583142.003.0006
Marc I. Steinberg
This chapter focuses on the erratic and unacceptable private securities litigation framework that prevails in the United States. The litigation structure contained in the federal securities acts was based on a different era and is not suitable for today’s securities markets. Although federal legislation has been enacted to address perceived shortcomings on an episodic basis, significant gaps and inconsistencies exist. Likewise, the federal courts, faced with a fractured statutory regimen, frequently have construed the remedial provisions in a wooden and unduly restrictive manner. The consequence of these congressional and judicial actions is a disparate liability framework that lacks sound logic, consistency, and even-handed treatment for plaintiffs and defendants alike. This chapter provides several examples of the inconsistencies and disparate treatment that prevail under the federal securities laws. Thereafter, recommendations for corrective measures are proffered. These proposals, if adopted and effectively implemented, should instill a substantially greater degree of certainty, uniformity, and equity than currently exists.
{"title":"Private Securities Litigation","authors":"Marc I. Steinberg","doi":"10.1093/oso/9780197583142.003.0006","DOIUrl":"https://doi.org/10.1093/oso/9780197583142.003.0006","url":null,"abstract":"This chapter focuses on the erratic and unacceptable private securities litigation framework that prevails in the United States. The litigation structure contained in the federal securities acts was based on a different era and is not suitable for today’s securities markets. Although federal legislation has been enacted to address perceived shortcomings on an episodic basis, significant gaps and inconsistencies exist. Likewise, the federal courts, faced with a fractured statutory regimen, frequently have construed the remedial provisions in a wooden and unduly restrictive manner. The consequence of these congressional and judicial actions is a disparate liability framework that lacks sound logic, consistency, and even-handed treatment for plaintiffs and defendants alike. This chapter provides several examples of the inconsistencies and disparate treatment that prevail under the federal securities laws. Thereafter, recommendations for corrective measures are proffered. These proposals, if adopted and effectively implemented, should instill a substantially greater degree of certainty, uniformity, and equity than currently exists.","PeriodicalId":443439,"journal":{"name":"Rethinking Securities Law","volume":"28 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-08-11","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116958660","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2021-08-11DOI: 10.1093/oso/9780197583142.003.0010
Marc I. Steinberg
This chapter summarizes key recommendations that are proffered throughout this book. Recommendations that are proposed encompass the areas of the disclosure framework, issuer exemptions from Securities Act registration, exemptions for resales of securities, the Securities Act registration framework, due diligence in registered offerings, the federalization of corporate governance, private securities litigation, insider trading, mergers and acquisitions, and the Securities and Exchange Commission. In total, well over 100 recommendations are set forth in this chapter. Hence, this book has identified problematic areas, analyzed their shortcomings, and recommended solutions that should ameliorate the deficiencies that exist. With the adoption and implementation of the recommendations made herein, the U.S. securities framework should become more transparent, even-handed, and investor-oriented without imposing undue burdens on legitimate business practices.
{"title":"Summary of Recommendations for Adoption","authors":"Marc I. Steinberg","doi":"10.1093/oso/9780197583142.003.0010","DOIUrl":"https://doi.org/10.1093/oso/9780197583142.003.0010","url":null,"abstract":"This chapter summarizes key recommendations that are proffered throughout this book. Recommendations that are proposed encompass the areas of the disclosure framework, issuer exemptions from Securities Act registration, exemptions for resales of securities, the Securities Act registration framework, due diligence in registered offerings, the federalization of corporate governance, private securities litigation, insider trading, mergers and acquisitions, and the Securities and Exchange Commission. In total, well over 100 recommendations are set forth in this chapter. Hence, this book has identified problematic areas, analyzed their shortcomings, and recommended solutions that should ameliorate the deficiencies that exist. With the adoption and implementation of the recommendations made herein, the U.S. securities framework should become more transparent, even-handed, and investor-oriented without imposing undue burdens on legitimate business practices.","PeriodicalId":443439,"journal":{"name":"Rethinking Securities Law","volume":"125 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-08-11","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"132252063","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2021-08-11DOI: 10.1093/oso/9780197583142.003.0009
Marc I. Steinberg
This chapter focuses on the Securities and Exchange Commission’s numerous failures to engage in meaningful regulation and enforcement and recommends a fundamental solution that should substantially ameliorate the current unpalatable situation. As compared to yesteryear, the SEC no longer is viewed as a champion of investor protection. In its analysis, the chapter provides many examples, including: the Commission’s failure to adopt a current reporting system mandating disclosure (absent the existence of meritorious business justification) of all material information; its regulatory activism to insulate from private liability exposure certain misconduct engaged in by companies and their insiders; its levying of large money penalties against major enterprises without pursuing their officers and directors; and its refusal to implement statutory directives, including its failure to use the control person provision against corporate insiders. The solution to this unacceptable situation is to reconstitute the composition of SEC Commissioners. As elaborated upon in the chapter, this objective would be achieved by increasing the size of the Commission and requiring that the composition of the SEC Commissioners (including the SEC Chair) would be far more diverse than is current practice.
{"title":"The Securities and Exchange Commission","authors":"Marc I. Steinberg","doi":"10.1093/oso/9780197583142.003.0009","DOIUrl":"https://doi.org/10.1093/oso/9780197583142.003.0009","url":null,"abstract":"This chapter focuses on the Securities and Exchange Commission’s numerous failures to engage in meaningful regulation and enforcement and recommends a fundamental solution that should substantially ameliorate the current unpalatable situation. As compared to yesteryear, the SEC no longer is viewed as a champion of investor protection. In its analysis, the chapter provides many examples, including: the Commission’s failure to adopt a current reporting system mandating disclosure (absent the existence of meritorious business justification) of all material information; its regulatory activism to insulate from private liability exposure certain misconduct engaged in by companies and their insiders; its levying of large money penalties against major enterprises without pursuing their officers and directors; and its refusal to implement statutory directives, including its failure to use the control person provision against corporate insiders. The solution to this unacceptable situation is to reconstitute the composition of SEC Commissioners. As elaborated upon in the chapter, this objective would be achieved by increasing the size of the Commission and requiring that the composition of the SEC Commissioners (including the SEC Chair) would be far more diverse than is current practice.","PeriodicalId":443439,"journal":{"name":"Rethinking Securities Law","volume":"37 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-08-11","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"133389151","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2021-08-11DOI: 10.1093/oso/9780197583142.003.0003
Marc I. Steinberg
This chapter addresses the convoluted SEC exemption framework and offers measures for effective reform. During the past four decades, Congress and the SEC have engaged in piecemeal alterations to the exemption framework. As a consequence, the exemption framework lacks clarity and unduly favors capital formation at the expense of investor protection. The chapter accordingly focuses on the exemption framework for both primary offerings and resales of securities. Its objectives are to explain why the current regimen is incompatible with the best interests of investors and the securities markets as well as to recommend the implementation of a revised framework that effectuates a more sound exemption framework. Hence, as set forth herein, the SEC’s exemption framework should be restructured so that the exemptions are tailored in a balanced manner that satisfies both issuer and investor needs.
{"title":"Exemptions from Securities Act Registration","authors":"Marc I. Steinberg","doi":"10.1093/oso/9780197583142.003.0003","DOIUrl":"https://doi.org/10.1093/oso/9780197583142.003.0003","url":null,"abstract":"This chapter addresses the convoluted SEC exemption framework and offers measures for effective reform. During the past four decades, Congress and the SEC have engaged in piecemeal alterations to the exemption framework. As a consequence, the exemption framework lacks clarity and unduly favors capital formation at the expense of investor protection. The chapter accordingly focuses on the exemption framework for both primary offerings and resales of securities. Its objectives are to explain why the current regimen is incompatible with the best interests of investors and the securities markets as well as to recommend the implementation of a revised framework that effectuates a more sound exemption framework. Hence, as set forth herein, the SEC’s exemption framework should be restructured so that the exemptions are tailored in a balanced manner that satisfies both issuer and investor needs.","PeriodicalId":443439,"journal":{"name":"Rethinking Securities Law","volume":"25 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-08-11","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127129458","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2021-08-11DOI: 10.1093/oso/9780197583142.003.0004
Marc I. Steinberg
This chapter addresses the Securities Act registration framework. In its determination to maintain a transaction-based Securities Act registration framework while making necessary adjustments, the SEC has appropriately acted. With the improvements made, the registration framework functions in a relatively efficient manner and generally provides investors with adequate safeguards. Nonetheless, significant deficiencies exist which are addressed in this chapter. Among the improvements that should be implemented are: mandating that all material information (absent a meritorious business justification) be contained in a registration statement; limiting the use of incorporation by reference to those issuers whose securities in fact trade in efficient markets; and requiring that a sufficiently comprehensive summary section be included in the statutory prospectus. The chapter also focuses on due diligence and the integrated disclosure system. In the context of incorporation by reference and shelf registered offerings, the dilemma faced by outside directors and underwriters in performing their due diligence functions can be largely ameliorated by: for outside directors, the presence of a vibrant disclosure committee (comprised solely of outside directors) that is actively engaged in the disclosure process; and, for underwriters, the retention by a subject company’s audit or disclosure committee of a reputable law firm to conduct continuous due diligence on the prospective underwriter’s behalf.
{"title":"The Securities Act Registration Framework","authors":"Marc I. Steinberg","doi":"10.1093/oso/9780197583142.003.0004","DOIUrl":"https://doi.org/10.1093/oso/9780197583142.003.0004","url":null,"abstract":"This chapter addresses the Securities Act registration framework. In its determination to maintain a transaction-based Securities Act registration framework while making necessary adjustments, the SEC has appropriately acted. With the improvements made, the registration framework functions in a relatively efficient manner and generally provides investors with adequate safeguards. Nonetheless, significant deficiencies exist which are addressed in this chapter. Among the improvements that should be implemented are: mandating that all material information (absent a meritorious business justification) be contained in a registration statement; limiting the use of incorporation by reference to those issuers whose securities in fact trade in efficient markets; and requiring that a sufficiently comprehensive summary section be included in the statutory prospectus. The chapter also focuses on due diligence and the integrated disclosure system. In the context of incorporation by reference and shelf registered offerings, the dilemma faced by outside directors and underwriters in performing their due diligence functions can be largely ameliorated by: for outside directors, the presence of a vibrant disclosure committee (comprised solely of outside directors) that is actively engaged in the disclosure process; and, for underwriters, the retention by a subject company’s audit or disclosure committee of a reputable law firm to conduct continuous due diligence on the prospective underwriter’s behalf.","PeriodicalId":443439,"journal":{"name":"Rethinking Securities Law","volume":"19 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-08-11","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114233155","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2021-08-11DOI: 10.1093/oso/9780197583142.003.0005
Marc I. Steinberg
This chapter examines the federalization of corporate governance from both historical and contemporary perspectives. It addresses gaps in the corporate governance framework and recommends the implementation of improved standards on the federal levels. These recommendations focus on such timely matters as board of director composition, greater gender and racial diversity on corporate boards, employee representation on boards, adoption of director term limits, excessive executive compensation, the implementation of a more realistic definition of “independent director,” and shareholder access to a company’s proxy statement to nominate a specified number of directors. The chapter also posits that federal court invocation of state law principles to ascertain the parameters of the federal securities laws in the corporate governance sphere is misplaced in view of the entrenched federalization of corporate governance.
{"title":"Federalization of Corporate Governance","authors":"Marc I. Steinberg","doi":"10.1093/oso/9780197583142.003.0005","DOIUrl":"https://doi.org/10.1093/oso/9780197583142.003.0005","url":null,"abstract":"This chapter examines the federalization of corporate governance from both historical and contemporary perspectives. It addresses gaps in the corporate governance framework and recommends the implementation of improved standards on the federal levels. These recommendations focus on such timely matters as board of director composition, greater gender and racial diversity on corporate boards, employee representation on boards, adoption of director term limits, excessive executive compensation, the implementation of a more realistic definition of “independent director,” and shareholder access to a company’s proxy statement to nominate a specified number of directors. The chapter also posits that federal court invocation of state law principles to ascertain the parameters of the federal securities laws in the corporate governance sphere is misplaced in view of the entrenched federalization of corporate governance.","PeriodicalId":443439,"journal":{"name":"Rethinking Securities Law","volume":"26 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2021-08-11","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"133530314","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
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