The One-Tier Board (IVOR nr. 85) 2012/3.3:3.3 Many formal Acts, informal codes in US by private initiative

The One-Tier Board (IVOR nr. 85) 2012/3.3

3.3 Many formal Acts, informal codes in US by private initiative

Deze functie is alleen te gebruiken als je bent ingelogd.Deze functie is alleen te gebruiken als je bent ingelogd.Deze functie is alleen te gebruiken als je bent ingelogd.

The sources of corporate law are the corporate law statutes of each state. Each state also has jurisprudence or common law applicable to corporations. The courts not only interpret the statutes but also create important legal practices and principles such as derivative suits and the business judgment rule. The corporate law of the State of Delaware is paramount.

Federal securities law is another important source of law for corporations. The most important federal statutes are the SEC Securities Act 1933 for "going public" and the SEC Securities Trading Act 1934 for "being public", with many other SEC regulations, which give rights for botte criminal and civil actions.1 Traditionally, the Federal Congress and the SEC have lelt corporate law to the states. The most recent statutes of importance to our subject are the SarbanesOxley Act of 2002 and the Dodd-Frank Act of 2010, with which Congress introduced some new federal corporate law by creating obligations for boards. In these cases, Congress has expanded the historical boundaries of securities law and moved closer to a federal regime for corporate governance.2

Whereas many countries, including the UK and the Netherlands, have national corporate governance codes such as the Cadbury and the Tabaksblat Codes, which have a basis in the law in that companies are obliged to explain in their accounts if they do not comply with the Code, the US has a vast number of corporate governance codes published by private groups, all of which put pressure on corporations to improve corporate governance, but have no basis in the law.3

The main semi-private organizations that have drafted codes are:

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institutions: the American Law Institute (ALI), the American Bar Association (ABA) with the Model Business Corporation Act, the Conference Board, the Business Roundtable (for CE05), NACD (for directors), the Blue Ribbon Chairman's Forum, Kennesaw University, the Millstein Institute at Yale and the Kom/Ferry surveys;4

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shareholder groups: Breeden for MCI, the Council for Institutional Investors, Ca1PERS,5 TIAA-CREF,6 Risk Metrics (now ISS);7

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companies such as GM in 1992 and by 2004 companies like Pfizer, Intel, Frederic W. Cook & Co, Inc., some 96% of all listed companies had written guidelines on corporate governance. Establishing such interaal guidelines has been mandatory for all US companies listed on the NYSE since 23 November 2005.8

Deze functie is alleen te gebruiken als je bent ingelogd.