CHAPTER 66
CORPORATE GOVERNANCE: UNITED STATES
66.1 THE U.S. CORPORATE GOVERNANCE MODEL
66.2 U.S. REGULATORY AGENCIES AND REGULATIONS OF INTEREST
66.3 WORLD BANK RATINGS FOR SIX ELEMENTS OF GOVERNANCE
66.4 COMPETITIVENESS OF U.S. MARKETS
66.5 HIGHER U.S. UNDERWRITING FEES DRIVE UP IPO COSTS
66.6 IMPROVED GOVERNANCE DOES NOT TRANSLATE INTO HIGHER GROWTH RATES
66.7 INVESTOR SURVEYS INDICATE DISSATISFACTION WITH U.S. CORPORATE GOVERNANCE
66.8 EXECUTIVE COMPENSATION
66.9 SUGGESTIONS TO IMPROVE BOARD OF DIRECTOR GOVERNANCE
66.10 CONCLUSION
NOTES
66.1 THE U.S. CORPORATE GOVERNANCE MODEL
The Federal System. In most nations, the central government has primary responsibility over corporations. The U.S. federal system is different with the 50 individual states possessing primary responsibility over corporate law. This translates into 50 flavors of corporate and security (blue sky) laws, regulatory agencies, and court systems. More than half of major corporations are incorporated in the state of Delaware. This is because of its business-friendly corporate legal environment and its state court dedicated to resolving business issues. Most states, but not Delaware, follow the American Bar Association's Model Business Corporation Act. On a national level, the Securities and Exchange Commission (SEC) and federal courts are charged with enforcing federal laws and regulations. This variety of regulations has not hampered the United States in attracting global capital and provides ...
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