In a useful post linking to several sources on the costs of complying with Sarbanes-Oxley, Larry Ribstein concludes:
This is all part of two broad stories. First, ... we must recognize that there is an international securities markets that puts competitive pressure on US law. Second, we should recognize the heavy of costs of federal regulation of corporate governance, toward which Sarbox was a significant and misguided step.
Yep. For my take on one part of the problem, see my articles The Creeping Federalization of Corporate Law. Manage rialism, Legal Ethics, and Sarbanes-Oxley Section 307, and/or A Critique of the NYSE's Director Independence Listing Standards. Alternatively, just type Sarbanes in the search box in the left sidebar for a plethora of posts on SOX.