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The Sarbanes-Oxley (SOX) Act of 2002, in which Congress
introduced a series of corporate governance initiatives into the federal
securities laws, is not just a considerable change in law, but also a departure
in the mode of regulation. The federal regime had until then consisted
primarily of disclosure requirements rather than substantive corporate
governance mandates, which were traditionally left to state corporate law.
Federal courts had, moreover, enforced such a view of the regime's
strictures, by characterizing efforts of the SEC to extend its domain into
substantive corporate governance as beyond its jurisdiction. SOX alters
this division of authority by providing explicit legislative directives for SEC
regulation of what was previously perceived as the states' exclusive

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