As noted in this earlier post, the legislative reaction to the corporate scandals over the past few years has had unintended consequences–i.e., exorbitant compliance costs.
In this article, UCLA corporate law professor Stephen Bainbridge decries the lack of legislative cost-benefit analysis that was done in connection with enacting the onerous Sarbanes-Oxley Act (SOX). As Professor Bainbridge notes:

As an investor, I don’t want my portfolio companies spending a dollar on “good corporate governance” unless doing so adds at least a buck to the bottom line. I don’t have any voice in how much to spend on corporate governance, however. The board of directors and top management make that decision (as they should, of course). Unfortunately for the bottom line, however, directors and management have a strong incentive to over-invest in corporate governance consultants and so on.
Why? The answer lies in the incentive structures of the relevant players. Who pays the bill if a director is found liable for breaching his federal or state duties? The director. If the director has adequately processed decisions and consulted with advisors, will the director be held liable? Unlikely. Who pays the bill for hiring corporate governance consultants, lawyers, investment bankers, auditors, and so on to advise the board? The corporation and, ultimately, the shareholders.