Rock, Paper, Scissors: Choosing the Right Vehicle for Federal Corporate Governance Initiatives
This article acknowledges the trend toward federalizing aspects of corporate governance (as evidenced by, among other things, the Sarbanes-Oxley Act of 2002) and offers a model for institutional choice in federal corporate governance rulemaking. Specifically, the article suggests a way to determine whether the components of a specific substantive rule of corporate governance should be legislated by Congress, regulated by the Securities and Exchange Commission, or established by the federal courts. Both the thesis of the article and the specific analytical framework it promotes are foundational in corporate governance scholarship and draw from previous research and scholarship in law (including constitutional law, administrative law, corporate law, and securities law), political science, and economics.
Heminway, Joan MacLeod, Rock, Paper, Scissors: Choosing the Right Vehicle for Federal Corporate Governance Initiatives. Fordham Journal of Corporate and Financial Law, Vol. 10, p. 225, 2005. Available at SSRN: http://ssrn.com/abstract=794091 or doi:10.2139/ssrn.590461