Corporate Governance Law
What is Corporate Governance?
Corporate Governance refers to the systems by which a corporation is directed and controlled by its shareholders, directors, and officers. The structure of governance specifies the rights and responsibilities of different participants in the corporation with regard both to one another and outside parties. These laws generally relate to the boards of directors, managers, shareholders, creditors, auditors, regulators, and other stakeholders.
Through the governance system, a corporation sets and pursues its objectives and serves as a mechanism for monitoring the actions, policies and decisions of the various levels of management in the business.
Corporate governance became an issue of renewed public interest after the high-profile collapse of a number of large corporations in 2001-2002, primarily due to accounting fraud. Entities involved included Enron Corporation, MCI Inc (formerly WorldCom) and many others. These scandals and others led to the passage of the Sarbanes-Oxley Act in 2002. Intended to restore public confidence in publicly traded corporations, it had a number of requirements for reporting, transparency, accounting practice, and accountability of those in positions of corporate responsibility.
Corporate governance laws vary widely from state to state. Many choose to form corporations in one jurisdiction over another because of these laws, among others. In some instances, these laws may also have impact upon tax obligations, as well.
Should you have any questions regarding corporate governance, you can review the materials below or contact an attorney to address your particular questions. Lawyers in your area may be found on our Law Firms page.
Corporate Governance Law - US
- ABA - Model Business Corporations Act
The Model Business Corporation Act (MBCA) is a model set of law prepared by the Committee on Corporate Laws of the Section of Business Law of the American Bar Association and is followed by twenty four states.
- Corporate Governance - Definition
Corporate governance is the set of processes, customs, policies, laws, and institutions affecting the way a corporation (or company) is directed, administered or controlled. Corporate governance also includes the relationships among the many stakeholders involved and the goals for which the corporation is governed. The principal stakeholders are the shareholders, the board of directors, employees, customers, creditors, suppliers, and the community at large.
- Corporate Practices and Procedures
The corporate governance practices and procedures of each Enterprise shall comply with applicable chartering acts and other Federal law, rules, and regulations, and shall be consistent with the safe and sound operations of the Enterprise.
- Global Principles of Accountability for Corporate Governance
Learn about corporate governance principles pertaining to board independence and leadership, board and executive compensation, audit integrity, corporate responsibility, share-owner rights, emerging market principles and so much more.
- Sarbanes-Oxley Act
The Sarbanes-Oxley Act was signed into law on 30th July 2002, and introduced highly significant legislative changes to financial practice and corporate governance regulation. It introduced stringent new rules with the stated objective: "to protect investors by improving the accuracy and reliability of corporate disclosures made pursuant to the securities laws".
- TARP Standards for Compensation and Corporate Governance
his document contains corrections to an interim final rule that was published in the Federal Register on Monday, June 15, 2009. The rule relates to certain standards for compensation and corporate governance applicable to financial institutions receiving funds under the Troubled Asset Relief Program (TARP).
- TIAA-CREF - Statement Regarding Fund Governance and Practices
As a result of revelations relating to fund industry practices, people are watching investment companies closely. This heightened awareness presents a unique opportunity for our industry to come together to restore the trust of individual investors.
Organizations Related to Corporate Governance Law
- AFL-CIO - Corporate Watch
After tanking our economy, helping to put us in an 11 million job hole and, to top it all off, taking hundreds of billions in taxpayer bailout dollars, the big banks are right back to business as usual: by lobbying against meaningful financial reform. Instead of lending in their communities, they are choking off much-needed credit. And instead of working with Congress to develop good, commonsense regulations to prevent another financial meltdown, they are spending millions lobbying to protect their own narrow interests.
- Business Roundtable
Business Roundtable is an association of chief executive officers of leading U.S. companies with nearly $6 trillion in annual revenues and more than 12 million employees. Member companies comprise nearly a third of the total value of the U.S. stock markets and more than 60 percent of all corporate income taxes paid to the federal government. Annually, they pay $167 billion in dividends to shareholders and the economy.
- Financial Accounting Standards Board (FASB)
Since 1973, the Financial Accounting Standards Board (FASB) has been the designated organization in the private sector for establishing standards of financial accounting that govern the preparation of financial reports by nongovernmental entities. Those standards are officially recognized as authoritative by the Securities and Exchange Commission (SEC) (Financial Reporting Release No. 1, Section 101, and reaffirmed in its April 2003 Policy Statement) and the American Institute of Certified Public Accountants (Rule 203, Rules of Professional Conduct, as amended May 1973 and May 1979).
- Global Corporate Governance Forum
The Global Corporate Governance Forum supports regional and local initiatives to improve corporate governance in middle- and low-income countries in the context of broader national or regional economic reform programs.
- International Chamber of Commerce - Corporate Governance
There are hundreds of codes and standards on corporate governance out there, their very variety reflecting differing legal traditions and national practices. This website aims to guide surfers through the maze . In western Europe, the emphasis is on satisfying society's expectations of governance systems, and especially the interests of employees and other stakeholders. Germany, France, the Netherlands and the Scandinavian countries come under that heading. Other systems stress the primacy of ownership, property rights and maximizing shareholder value. This approach is followed in the United States, Canada and Australia.
- International Corporate Governance Network
The ICGN is a global membership organisation of over 500 leaders in corporate governance based in 50 countries with a mission to raise standards of corporate governance worldwide. We invite you to join the ICGN and share your experiences, knowledge and expertise with fellow decision-makers in corporate governance from around the world.
- National Association of Corporate Directors
Working together through NACD, experienced board members impact the future of corporate governance. NACD's member network connects 10,000 directors with key stakeholders and the government to strengthen board practices and shape public opinion. By participating, you lead the way to strengthening investor confidence in corporate America. You make a difference.
Publications Related to Corporate Governance Law
- Corporate Compliance Insights
Launched in December of 2008 and sponsored by Conselium, Corporate Compliance Insights is a knowledge-sharing forum designed to educate and encourage informed interaction within the corporate compliance community. Corporate Compliance Insights combines featured articles written by some of the most experienced compliance and ethics professionals in the world with regular updates of important news events in the world of governance, risk, and compliance.
- Corporate Directors Forum
Corporate Directors Forum is a nonprofit organization (501C-6) founded in 1991 to promote high standards of professionalism in corporate governance, and we’ve done it with a commitment to our core values and beliefs, and guided by our purpose. At Corporate Directors Forum, we know that being a director is a challenging and important job — and we provide tools to help directors excel in the boardroom.
- Encycogov - Corporate Governance Encyclopedia
Encycogov is an interactive encyclopedia about corporate governance and financial issues. This site is produced by ViamInvest to the benefit of students, academics, investors and others.
The CGAI is a professional association of members certified in corporate governance post graduate studies. It provides members with continuous professional development programmes and other resources to enable them maintain their authority in this continually evolving subject.
- OECD Principles of Corporate Governance
First released in May 1999 and revised in 2004, the OECD Principles are one of the 12 key standards for international financial stability of the Financial Stability Forum (FSF) and form the basis for the corporate governance component of the Report on the Observance of Standards and Codes of the World Bank Group.
- Program on Corporate Governance - Harvard Law School
The Program on Corporate Governance, operating within the John M. Olin Center for Law, Economics, and Business, seeks to facilitate research and scholarship about corporate governance.
- The Internal Auditor's Role in CEO and CFO Certifications
The Securities and Exchange Commission (SEC) proposed new reporting requirements and on June 27, 2002, ordered CEOs and CFOs to personally certify, in writing and under oath, the accuracy of 2001 financial reports. This order applied to 947 companies with revenues of $1.2 billion or more.
Aritcles on HG.org Related to Corporate Governance Law
- The Business Judgment Rule and LiabilityMany business rules apply to employee, management or both. Some of these regulations affect what is permitted, which circumstances are allowed and how liability affects someone. Wrongful conduct, participation that leads to negative consequences and similar matters may be the foundation for litigation between persons in a company.
- Issuing Equity to Employees in a StartupStartup companies often look for a certain type of employee that will remain loyal as all the kinks are worked out of the initial problems. This means that certain incentives and rewards are provided to those willing to remain loyal throughout this starting period.
- Benefits of Implementing a Joint VentureCompanies often work together through forming relationships such as supplier and distributor. However, there are other relationships that are often more mutually beneficial in such a way that a greater amount of revenue is earned either for a short time or for a prolonged period. These usually come about through joint ventures.
- Business Litigation: Don’t Wait after Getting Court PapersWhen a person gets court papers, it is important that they quickly take certain steps. These steps can help preserve a person’s rights and minimize the possible negative consequences.
- Can Multiple Properties be Split into Additional 501c3’s?There are numerous non-profit organizations with property where meetings, fund-raisers and conferences are held. These buildings are usually tax exempt and owned by the non-profit business. However, it is possible to have another piece of land or structure that may necessitate a separate classification under the same non-profit rules.
- Converting an LLC to a C CorporationIn many situations where the owner of a new company does not have the resources to create a corporation, he or she may opt for a limited liability company instead. This could also be the best course initially due to the separation of company and personal assets and the usual option for less taxation to company revenue. However, at some point, it may be more beneficial to convert the business from an LLC to a C corporation.
- C Corporation 101 – Everything You Need to KnowC corporations are more commonly known as just corporations. These are usually what are talked about when someone is explaining a big business. They are the classic company with hierarchical structure that textbooks describe. When there is a need for a large or public organization, this is usually what is created either initially or after some time through a conversion.
- LLC or a C Corporation?When first considering starting a new business, there are various factors and elements of the company to consider including taxes, how many persons will be in charge and how many owners are involved in operations. There are documents that must be filed, contracts to be signed by those running the organization and officials to contact so that everything is valid and legitimate.
- Watch Out for These Pitfalls of Minority OwnershipMany individuals dream of owning a business during some point in their life. Some invest a small percentage into a business while leaving themselves available for other investments or full-time employment. When there are owners with a larger interest than these individuals, it is important that minority owners understand their rights and their limitations.
- Deciding between an LLC and a C CorporationThere are many considerations when determining which type of company to create initially. Some of these factors revolve around liability versus tax benefits. Others may include the amount of business partners, shareholders or even employees. Before the company is formed, the owner must decide if he or she would rather create a limited liability company or a C corporation.
- All Business and Industry Law Articles
Articles written by attorneys and experts worldwide discussing legal aspects related to Business and Industry including: agency and distributorship, agency law, business and industry, business formation, business law, commercial law, contracts, corporate governance, corporate law, e-commerce, food and beverages law, franchising, industrial and manufacturing, joint ventures, legal economics, marketing law, mergers and acquisitions, offshore services, privatization law, retail, shareholders rights and utilities.