The Federalization of Corporate Governance

Professor Steinberg's book is an extremely important addition to the development of our securities laws. I put this on par with Professor Loss's Treatise on the Securities Laws. It demonstrates the emergence of Professor Steinberg as the leading scholar in the field. The treatise demonstrates Professor Steinberg's control of the subject matter, and his ability to see where the law is going and to show how it is getting there. That is why the Steinberg book is so important. * Judge Stanley Sporkin, U.S. federal district judge (retired), former SEC Enforcement Director, former General Counsel of the CIA *
Professor Steinberg has written a very readable, comprehensive, and historical analysis of the fascinating study of the tension between the internal affairs doctrine under state law and the contained role of federal law in the firmament of corporate governance. Although some of Professor Steinberg's policy conclusions may be controversial, this book is a very valuable contribution to the literature as a meticulously-researched and thoughtfully-organized scholarly work. * E. Norman Veasey, Former Chief Justice, Delaware Supreme Court *
Professor Steinberg's book is a thorough and valuable historical survey of federal government initiatives with regard to corporate governance. It is a welcome addition to the literature on this topic. Although efforts for a federal incorporation law have failed, as the author points out, many federal regulatory controls have nevertheless been adopted. The Federalization of Corporate Governance should become a useful and informative text for professors, students, and policy makers. * Roberta S. Karmel, Professor, Brooklyn Law School; former Commissioner, Securities and Exchange Commission *
Marc Steinberg expertly traces the century-long history of the effort to create a federal corporation law. Rebuffed in its full form from the Progressive Era on, its newly salient corporate-governance elements now have been implanted within the federal statutory framework. The author describes this journey in the context of federalism, persuasively criticizes remaining systemic and substantive shortcomings, and suggests necessary and politically feasible reforms to remedy them. * Richard M. Buxbaum, Jackson H. Ralston Professor of International Law (Emeritus), University of California, Berkeley, School of Law *