This chapter explores the dividing line between corporate governance and securities law from both historical and institutional perspectives. Section 2 examines the origins of the dividing line between securities law and corporate governance in the United States, as well as the efforts of the SEC to push against that boundary. That history sets the stage for section 3, which broadens the inquiry by examining the institutional connections between capital markets and corporate governance. Are there practical limits to the connection between securities law and corporate governance? The US again illustrates the point, as Congress has increasingly crossed the traditional boundary between securities law and corporate governance. I conclude by speculating on the future of the dividing line between corporate governance and securities law.
Publication Information & Recommended Citation
Pritchard, Adam C. "Corporate Governance, Capital Markets, and Securities Law." In The Oxford Handbook of Corporate Law and Governance, edited by Jeffrey N. Gordon and Wolf-Georg Ringe, 1063-83. Oxford Handbooks. Oxford: Oxford University Press, 2018.