Although the federal securities laws generally have been considered full-disclosure statutes, the United States Securities and Exchange Commission (SEC or the Commission) has been interested in regulating the corporate governance of public corporations to the extent it has any authority to do so. The Securities Exchange Act of 1934 (Exchange Act) established the SEC to administer both the Exchange Act and the earlier Securities Act of 1933 (Securities Act). At that time, responsibility for regulating internal corporate affairs was left generally to state corporation law, state blue sky statutes, and stock-exchange-listing requirements. Further, the SEC did not attempt to regulate the
corporate governance of foreign4 corporations, even if issuers entered the SEC reporting-and-disclosure system. The Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley) markedly changed the boundary between federal securities law and state corporation law with regard to corporate governance, not only for United States (U.S.) corporations, but also for foreign corporations.