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What I want to do is talk about the big picture, as John suggested, and consider the likely spillover effects of Sarbanes-Oxley. I want to do this in a discretely administrative law-oriented way, taking two themes that were very visible and driving forces behind the legislation. The first, as Mary suggested in her opening remarks, is a question about federalism. It has been common for the last twenty years, at least, to trot out - as John just did - a distinction between federal and state spheres of competency. The SEC is on the disclosure side, while the substance of corporate law (e.g., the mechanics of how decisions are made) is left to the states. I don't think you can read either the text or the "music" of Sarbanes-Oxley and think that this is much of a viable distinction anymore. If Congress really believed in the importance of that distinction as a matter of policy, Sarbanes-Oxley would be a very, very different statute.


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Publication Citation

55 Admin. L. Rev. 241-258 (2003)