Prof. Stephen Bainbridge here  rebuts, in a scholarly reply,  a post by Prof. Robert Brown in which Brown claims that Congress intended as part of the disclosure focus of the securities laws to also cover corporate governance. Bainbridge cites to his prior writings in which he examines both legislative history and case law to conclude that Congress intended, and the Supreme Court confirmed, that the states retained their control of corporate governance when Congress enacted securities laws and created the SEC.