The US federal government’s role in regulating corporate conduct towards investors has centred on demanding that public corporations give investors certified financial statements and other materially accurate periodic disclosures about their condition. The articulation and enforcement of the substantive duties owed by corporate managers to stockholders has largely been the province of state corporation law.
After the first corporate scandals involving, among others, Enron, the stock exchanges and Congress began to consider reforms at their level. The exchanges began considering new listing standards that had the effect of mandating numerous board committees and specific duties that had to be carried out by independent directors.
See full Article.

