Corporate Governance after the Financial Crisis

Stephen Bainbridge is the William D. Warren Distinguished Professor of Law at UCLA, where he currently teaches Business Associations, Advanced Corporation Law and a seminar on corporate governance. In past years, he has also taught Corporate Finance, Securities Regulation, Mergers and Acquisitions, and Unincorporated Business Associations. Professor Bainbridge previously taught at the University of Illinois Law School. 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.

• Acknowledgements ; About the Author ; Introduction ; Chapter 1. Who Makes the Rules? ; Chapter 2. The Board's Role ; Chapter 3. Director Independence ; Chapter 4. Executive Compensation ; Chapter 5. Internal Controls ; Chapter 6. The Gatekeepers ; Chapter 7. Shareholder Empowerment ; Conclusion ; Index

"Stephen Bainbridge is not only an expert on corporate governance and an academic whose ideas and writing have changed the way we think about corporations. Professor Bainbridge is also one of the most perceptive academic commentators on the federal government's regulation of corporate governance. In Corporate Governance after the Financial Crisis, Professor Bainbridge has written an important book for those seeking to understand the theoretical and practicalimplications of Dodd-Frank, Sarbanes-Oxley and the federal government's foray into corporate regulation. It is a book that for years to come will influence the controversial debate over the federalregulation of corporate governance." --Professor Steven Davidoff N.Y. Times "Deal Professor""In this important work, Stephen Bainbridge exposes the flaws in the modern notion that corporations should be treated as little democracies, and shows how this erroneous idea influenced the framing of both the Sarbanes-Oxley Act and the Dodd-Frank Act. If there is ever to be a repeal or significant modification of the corporate governance provisions in these destructive laws, it will be driven by the scholarly work in this book." --Peter J. Wallison Arthur F. Burns Fellow in Financial Policy Studies American Enterprise Institute"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 governancemust 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 bySarbanes-Oxley and Dodd-Frank) are wrong-headed and must continue to be vigorously resisted at the state and federal levels." --The Honorable E. Norman Veasey Senior Partner, Weil, Gotshal & Manges LLP and former Chief Justice, Delaware Supreme Court"Bainbridge summarizes a wide variety of empirical evidence and gives clear explanations of all relevant legalese...It is extremely well researched, thorough, and persuasive in concluding that the federalization of corporate governance facilitated by Sarbanes-Oxley and Dodd-Frank constitutes 'quack corporate governance regulation.'" --J. Fitzpatrick, SUNY Fredonia Choice, July 2012"Professor Stephen M. Bainbridge's Corporate Governance After the Financial Crisis presents a cogent discussion of the congressional and regulatory reaction to two significant economic crises within the past decade and the unprecedented federal expansion into the traditional state bulwark of corporate law that resulted...For those trying to understand the state of corporate governance regulation today and the key debates and tensions that are at work,Bainbridge's book is a must read." --Holly J. Gregory & Rebecca C. Grapsas, Texas Law Review