Icarus and American Corporate Regulation

摘要

Nearly all of America's most important federal corporate regulation has been enacted in the wake of corporate scandals, while state lawmakers have tended to regulate on a more continuous basis. After exploring the historical evolution of America's, two-track regulatory structure for corporate law, this article considers the most recent cycle of scandal and reform. The article (1) assesses the likely effectiveness, that is, the merits of the recent Sarbanes-Oxley Act and other recent governance reforms; (2) considers the mode of American regulation, in particular, the reliance on courts and federally imposed mandatory rules, in contrast to the more norms-based approach used in England for important issues such as takeover regulation; and (3) concludes by briefly considering the scope of American corporate law and the role of corporate ethics.