September 15, 2011

Shareholder Activism and the 'Federalization' of U.S. Corporate Governance

Many of the recent changes in corporate governance landscape for U.S. public companies have been aimed at making the board of directors more accessible and responsive to a corporation's shareholders. To achieve this goal, shareholders have applied pressure to boards, enacted the changes directly, or sought to change the state laws that govern the relationships among shareholders and their board. But other activists, as Doug Long argues in his article for Risk Management Professional, have followed a different path - through federal legislation and rule-making that impose uniform, one-size-fits-all requirements on all corporations, regardless of their state of incorporation and of the needs, desires, and specific circumstances of any individual corporation.