Seeking Sunlight in Santa Fe's Shadow: The SEC's Pursuit of Managerial Accountability


Initially, this inquiry will be into the state of the law. Part II explores this battleground. If the SEC is to have the freedom to pursue managerial accountability, it needs the cooperation of the judiciary. The courts, essentially, have to be enlisted as the Commission’s agents in overcoming whatever formalistic distinctions appear in the law’s text. The primary message of Parts II and III is that the SEC must pursue the battle for compliance with corporate accountability standards on two distinct levels. One is direct lawmaking and law enforcement. This, as we have seen, is severely constrained by lack of resources and the resistance of human nature, if not by law. To compensate, the SEC must more carefully express the legitimacy of what it does in a way that makes both the courts and significant actors, such as corporate officers and directors, accountants, and lawyers, more willing accomplices in the effort. As Part VI will show, this expressive task is not easy at all.


Corporate governance, Securities, United States. Securities & Exchange Commission, Santa Fe Industries v. Green 430 U.S. 462 (1977), Conflicts of interest, Corporate directors



Donald C. Langevoort (Georgetown University Law Center)



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