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Corporate Governance: Statutes

Subject guide to resources related to corporate governance issues and legal materials.

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Georgia

Statutes concerning corporate governance in the state of Georgia are contained in the Official Code of Georgia (O.C.G.A.) in Title 14 Corporations, Partnerships and Associations, primarily in chapters 1, 2, 4, 5, 6, 7, and 11. This resource may be accessed in print or online via Lexis. The Hugh F. MacMillan Law Library offers two sets of this title in print format. The call number is KFG 30 1981.A24. Free online access is provided by LexisNexis through the Georgia General Assembly’s website.

Georgia statutes can also be found in the unofficial West’s Code of Georgia Annotated which incorporates the West Key Number System for user convenience. The Hugh F. MacMillan Law Library offers this resource in print or it may be accessed through Westlaw.

Delaware

Delaware’s state corporate governance laws are contained in Delaware Code Annotated (1975 - ).This Code is available online without cost through the Delaware Division of Corporations. It is useful to view this version first, as the Division has identified relevant titles of the Code. The Delaware Code Annotated is also available through Lexis and Westlaw

Model Code

Designed as a free-standing general corporation statute, the Model Business Corporation Act has been adopted in whole or in part by a majority of states.  The Model Business Corporation Act Annotated contains the complete text of the Act in addition to the official comment and the Reporter’s Annotation for each section. The Model Act was last revised in 2016.  The online version is available through Bloomberg Law

United States Code (U.S.C.)

The federal code is available in several print formats at the MacMillan Law Library:  United States Code (U.S.C.), the official code, is located on the 3rd Floor, Range 301-302; the United States Code Annotated (U.S.C.A. - published by West), is located on the 3rd Floor, Range 301; and the United States Code Service (U.S.C.S. - published by Lexis), is located on the 3rd Floor, Range 301. Titles of particular relevance to corporate governance are: Title 12 (Banks and Banking), Title 15 (Commerce and Trade), and Title 18 (Criminal).

The official United States Code can be accessed through HeinOnline. Free sources, such as Cornell University’s Legal Information Institute, the Government Publishing Office, and the Office of the Law Revision Counsel, may also be accessed online. The United States Code Annotated may be accessed online via Westlaw. The United States Code Service may be accessed online through Lexis

Sarbanes-Oxley

Enacted in 2002 in the wake of the Enron, WorldCom and other corporate scandals, this legislation, named after U.S. Senator Paul Sarbanes and U.S. Representative Michael G. Oxley, provides increased standards for the financial practices and corporate governance of public companies and public accounting firms. Additional information on this law can be found via the U.S. Securities and Exchange Commission. For a legislative history of the Sarbanes-Oxley Act of 2002, see Proquest.

Dodd-Frank Act of 2010

Enacted in 2010 in response to the 2008 financial crisis, the Dodd Frank Wall Street Reform and Consumer Protection Act requires a number of compensation disclosures and transparency measures that create issues in the area of corporate governance. This act affected Titles 12 and 15 of the US Code and led to regulatory action for implementation. For more information about rulemaking to implement Dodd-Frank, see the SEC website's guide to corporate governance issues. For a legislative history of Dodd-Frank, see Proquest.

Subject Guide