Corporate Governance: An Overview of Public Company Requirements (updated)

June 2011

The Sarbanes-Oxley Act of 2002 has had a dramatic effect on public companies. Sarbanes-Oxley, which became law on July 30, 2002, was the first comprehensive federal legislation to impose significant corporate governance requirements on public companies and to address the responsibilities of corporate executives and board members. The Act touched almost every aspect of corporate governance and imposed new standards on boards of directors, officers, auditors, and counsel.

Following the enactment of Sarbanes-Oxley, the Securities and Exchange Commission (SEC) adopted numerous regulations implementing the law, and each of the major stock exchanges—the New York Stock Exchange (NYSE) and the Nasdaq Stock Market, Inc. (Nasdaq)—adopted new listing standards in an effort to strengthen the corporate governance practices of listed companies.

On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) became law. The following is a summary of the corporate governance provisions of Sarbanes-Oxley and Dodd-Frank, and the corporate governance criteria adopted by the NYSE and Nasdaq, updated through October 8, 2010. 

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