Box 3.1 Roles of regulatory authorities
The roles of the various regulatory authorities are described by Roe (2005):
We do not have a purely state-based system of law governing the American corporation.
The federal players, just to be clear, are principally four. First is the United States Congress,
which passed the securities laws and approximately every 10 years or so undertakes a major
update of those laws. Second is the Securities and Exchange Commission, which promulgates
regulations under the securities laws and often proposes changes to Congress.
The courts then are the third player interpreting those laws. And the fourth is the stock exchange, which may look from Europe to be purely a private actor, but which makes major
corporate governance law, usually when the SEC – a federal administrative agency created
by the United States Congress and given by Congress, substantial power over the exchange –
asks (or perhaps the better word is directs) it to make those rules.