Table Of ContentThe Federalization of Corporate Governance
ii
The Federalization of Corporate
Governance
Marc I. Steinberg
1
The Federalization of Corporate Governance. Marc I. Steinberg.
© Oxford University Press 2018. Published 2018 by Oxford University Press.
iv
1
Oxford University Press is a department of the University of Oxford. It furthers the University’s
objective of excellence in research, scholarship, and education by publishing worldwide. Oxford is a
registered trademark of Oxford University Press in the UK and certain other countries.
Published in the United States of America by Oxford University Press
198 Madison Avenue, New York, NY 10016, United States of America.
© Oxford University Press 2018
All rights reserved. No part of this publication may be reproduced, stored in a retrieval system,
or transmitted, in any form or by any means, without the prior permission in writing of
Oxford University Press, or as expressly permitted by law, by license, or under terms agreed
with the appropriate reproduction rights organization. Inquiries concerning reproduction outside
the scope of the above should be sent to the Rights Department, Oxford University Press,
at the address above.
You must not circulate this work in any other form
and you must impose this same condition on any acquirer.
Library of Congress Cataloging- in- Publication Data
Names: Steinberg, Marc I., author.
Title: The federalization of corporate governance / Marc I. Steinberg.
Description: New York : Oxford University Press, 2018. | Includes bibliographical
references and index.
Identifiers: LCCN 2017039724 | ISBN 9780199934546 ((hardback) : alk. paper)
Subjects: LCSH: Corporate governance—Law and legislation—United States. |
Federal government—United States. | United States. Securities and Exchange Commission.
Classification: LCC KF1422 .S74 2018 | DDC 346.73/ 0664—dc23
LC record available at https:// lccn.loc.gov/ 2017039724
9 8 7 6 5 4 3 2 1
Printed by Edwards Brothers Malloy, United States of America
Note to Readers
This publication is designed to provide accurate and authoritative information in regard to the subject
matter covered. It is based upon sources believed to be accurate and reliable and is intended to be current
as of the time it was written. It is sold with the understanding that the publisher is not engaged in rendering
legal, accounting, or other professional services. If legal advice or other expert assistance is required, the
services of a competent professional person should be sought. Also, to confirm that the information has
not been affected or changed by recent developments, traditional legal research techniques should be
used, including checking primary sources where appropriate.
(Based on the Declaration of Principles jointly adopted by a Committee of the
American Bar Association and a Committee of Publishers and Associations.)
You may order this or any other Oxford University Press publication
by visiting the Oxford University Press website at www.oup.com.
This book is dedicated to my wonderful sister Nancy Burman with all of my love. My sister, who
is four years older than me, is a remarkable person. As a single mother for many years, she raised
three daughters who today are happily married, have beautiful children, and wonderful careers.
During that time, she was an elementary school teacher in the Columbus, Ohio public schools.
Nancy is also the best sister that a brother could have. Through the years, she always has been
supportive, loving, and empathetic. She indeed is perhaps the kindest person I know. Dedicating
this book to my sister Nancy is a small way for me to convey to her how much she has meant to
me throughout my life.
vi
vii
Summary Contents
About the Author xv
Acknowledgments xvii
1. An Evolutionary Process— The Federalization of Corporate Governance 1
2. Twentieth Century Legislative Proposals— Federal Incorporation
and Related Efforts 25
3. The SEC’s Impact on the Federalization of Corporate Governance—
A Traditional Perspective 113
4. The SEC’s Shareholder Proposal Rule and Related Developments 157
5. The SOX and Dodd- Frank Acts— Modern Federal Corporate Governance
Initiatives 191
6. The Impact of Stock Exchange Rules on the Federalization of Corporate
Governance 225
7. Unresolved Business: Federal Corporate Governance Enhancements 263
8. Future Federalization of Corporate Governance 285
Index 295
vii
viii
ix
Detailed Contents
About the Author xv
Acknowledgments xvii
1. An Evolutionary Process— The Federalization of Corporate Governance 1
I. Introduction 1
II. State Corporate Law Impacting Corporate Governance 6
A. Governance of the Corporate Enterprise 7
B. Fiduciary Duties of Corporate Directors and Officers 11
C. The Use of Defensive Tactics in Takeover Bids 16
D. Anti- Takeover, Stakeholder, and Related Statutes 17
E. Summation 19
III. Federal Law Impacting Corporate Governance 20
IV. Focus of This Book 24
2. Twentieth Century Legislative Proposals— Federal Incorporation
and Related Efforts 25
I. Introduction 25
II. The Height of Interest in Federal Incorporation (1903– 1914) 28
A. 1903 Bill— House of Representatives— H.R. 66 29
B. 1904 Bill— House of Representatives— H.R. 8883 31
C. 1905 Bill— Senate— S. 6238 32
D. 1906 Bill— House of Representatives— H.R. 10704 33
E. 1905 Bill— House of Representatives— H.R. 473 36
F. 1906 Bill— Senate— S. 6287 37
G. 1907 Bill— Senate— S. 383 41
H. 1908 Bill— Senate— S. 4874 43
ix
