Professor Stephen Bainbridge recently announced the release of the paperback edition of his 2012 book “Corporate Governance after the Financial Crisis,” including a “new conclusion”:
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 the Sarbanes-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. In it, I analyze 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.
This paperback edition includes a new conclusion updating the key arguments.
The 2012 hardback edition received favorable reviews by distinguished members of the corporate bar, including the Honorable E. Norman Veasey, former Chief Justice of the Delaware Supreme Court:
Stephen Bainbridge’s outstanding book, Corporate Governance after the Financial Crisis, is a ‘must read’ not only for corporate scholars, but also (and perhaps more importantly) for federal policy makers. Professor Bainbridge incisively peels away the layers of the onion that encapsulate the complex issues lying at the heart of corporate governance and principles of federalism. This superb work cogently reveals the policy reasons why corporate governance must continue to be purely a matter of internal affairs of the states of incorporation. He argues convincingly why crisis-driven paroxysms of federalization of corporate governance (epitomized by Sarbanes-Oxley and Dodd-Frank) are wrong-headed and must continue to be vigorously resisted at the state and federal levels.
Of course, you will have to read the paperback edition to find Professor Bainbridge’s “new conclusion”; he obviously does not give it away for free in his announcement!