Corporate Governance in the United States



The study of corporate governance has undergone major changes in the past two decades, not only in the United States but also globally. Factors that have led to the study of what constitutes effective corporate governance include the fall of the Soviet Union coupled with the near elimination of communism both in theory and in practice; the internationalization of corporations; and the recent global economic crisis. Other factors are the worldwide expansion of capital markets; the fall of trade barriers due in large part to the agreements entered into in the World Trade Organization that replaced the General Agreement on Tariffs and Trade; the transparency of financial information about corporate performance; and the great improvements in information technology that almost single-handedly have united peoples of the world.


Corporate Governance Audit Committee Executive Compensation Investment Company Compensation Committee 
These keywords were added by machine and not by the authors. This process is experimental and the keywords may be updated as the learning algorithm improves.


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  1. 1.
    McKinsey & Company, Global Investor Opinion Survey 2002: Key Findings (July, 2002), Scholar
  2. 2.
    Adolf A. Berle and Gardiner C. Means, The Modern Corporation and Private Property (New York: Harcourt, Brace & World, 1932).Google Scholar
  3. 6.
    Claudius B. Modesti, PCAOB Enforcement Actions Update, speech before the AICPA National Conference on SEC and PCAOB Developments (December 8, 2010), Scholar
  4. 7.
    Director-General of the E.U., Letter from the European Commission to the SEC (December 12, 2002), Scholar
  5. 9.
    Todd Ross, SEC Takes On Chinese Deloitte Unit over Audit Records, THE AMERICAN LAWYER (May 11, 2012), Scholar
  6. 10.
    Financial Executives International, FEI Survey: Average 2007 SOX Compliance Cost $1.7 Million (April 30, 2008),—Publications/Press-Room/2008-press-releases/FEI-Surve–Average-2007-SOX-Compliance-Cost-$1–7-.aspx.Google Scholar
  7. 11.
    Securities and Exchange Commission, Study and Recommendations on Section 404(b) of the Sarbanes-Oxley Act of 2002 For Issuers With Public Float Between $75 and $250 Million (April 2011), Scholar
  8. 14.
    McKenna, Francine, DOL Continues To Ignore And Rewrite Sox’s Whistleblower Law, FULCRUM INQUIRY (September 2008), Scholar
  9. 15.
    Dowling, Donald C. Jr., Sarbanes-Oxley Whistleblower Hotlines across Europe: Directions through the Maze (November 2007), White & Case,–0cf4–424c-8b1a-419393eab02d/Presentation/NewsAttachment/54486b2d-b48b-4337-a73c-3f7554c7f92f/Alert_GlobalHR_090808_whistleblower.pdf.Google Scholar
  10. 16.
    See, for example, Wang, Marian, Why No Financial Prosecutions? Ex-Justice Official Says It’s Just Too Hard (December 6, 2011), PRO PUBLICA, Scholar
  11. 18.
    Andrew Moss, Aviva CEO, Resigns After Shareholder Revolt On Compensation, The Huffington Post (May 8, 2012);Google Scholar
  12. Mark Gongloff, Bank Shareholders’ Executive Pay Revolt No Match for Big Returns, The Huffington Post (May 7, 2012), Scholar
  13. 19.
    Jessica Silver-Greenberg and Nelson D. Schwartz, Citigroup’s Chief Rebuffed on Pay by Shareholders, NY Times (April 18, 2012), at 1.Google Scholar
  14. 23.
    For a discussion as well as a possible “playbook defense” to the lawsuits, see Dechert LLP, United States: Defending Against Shareholder “Say-On-Pay” Suits (September 13, 2011),–06-2011/.Google Scholar
  15. 36.
    For a discussion of the business judgment rule, see Douglas M. Branson, The Rule That Isn’t a Rule—The Business Judgment Rule, 36 VAL. U. L.REV., 631 (2002).Google Scholar

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© Roy Girasa 2013

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