Corporate Governance After the Financial Crisis

The first decade of the new millennium was bookended by two major economic crises. The bursting of the dotcom bubble and the extended bear market of 2000 to 2002 prompted Congress to pass theSarbanes-Oxley Act, which was directed at core aspects of corporate governance. At the end of the decade came the bursting of the housing bubble, followed by a severe credit crunch, and the worst economic downturn in decades. In response, Congress passed the Dodd-Frank Act, which changed vast swathes of financial regulation. Among these changes were a number of significant corporate governance reforms.

Corporate Governance after the Financial Crisis asks two questions about these changes. First, are they a good idea that will improve corporate governance? Second, what do they tell us about the relative merits of the federal government and the states as sources of corporate governance regulation? Traditionally, corporate law was the province of the states. Today, however, the federal government is increasingly engaged in corporate governance regulation. The changes examined in this work provide a series of case studies in which to explore the question of whether federalization will lead to better outcomes. The author analyzes these changes in the context of corporate governance, executive compensation, corporate fraud and disclosure, shareholder activism, corporate democracy, and declining U.S. capital market competitiveness.

Stephen M. Bainbridge is the William D. Warren Distinguished Professor of Law at UCLA, where he teaches Business Associations, Advanced Corporation Law and a seminar on corporate governance. He has also taught at Harvard Law School as the Joseph Flom Visiting Professor of Law and Business, La Trobe University in Melbourne, and at Aoyama Gakuin University in Tokyo. In 2008, Professor Bainbridge received the UCLA School of Law's Rutter Award for Excellence in Teaching. Also, in 2008, he was named byDirectorship magazine to its list of the 100 most influential people in the field of corporate governance.

Professor Bainbridge is a prolific scholar. He has written over 75 law review articles which have appeared in such leading journals asHarvard Law Review, Virginia Law Review, Northwestern University Law Review,Cornell Law Review, Stanford Law Review, and Vanderbilt Law Review. His most recent books include:The New Corporate Governance in Theory and Practice (Oxford University Press, 2008);Securities Law-Insider Trading (2nd ed., 2007); Business Associations: Cases and Materials on Agency, Partnerships, and Corporations (6th ed., 2006) (with Klein and Ramseyer);Agency, Partnerships, and Limited Liability Entities: Cases and Materials on Unincorporated Business Associations (2nd ed., 2007) (with Klein and Ramseyer);Agency, Partnerships & LLCs (2004); Corporation Law and Economics (2002).

Professor Bainbridge currently serves on the American Bar Association's Committee on Corporate Laws and on the Editorial Advisory Board of theJournal of Markets and Morality.