Can Delaware Be Dethroned?: Evaluating Delaware's Dominance of Corporate Law

ISBN-13: 9781107158283 / Angielski / Twarda / 2018 / 266 str.

Stephen M. Bainbridge; Iman Anabtawi; Sung Hui Kim

Opis

Delaware is the state of incorporation for almost two-thirds of the Fortune 500 companies, as well as more than half of all companies listed on the New York Stock Exchange, NASDAQ, and other major stock exchanges. This gives Delaware a seemingly unchallengeable position as the dominant producer of US corporate law. In recent years, however, some observers have suggested that Delaware's competitive position is eroding. Other states have long tried to chip away at Delaware's position, and recent Delaware legal developments may have strengthened the case for incorporating outside Delaware. More important, however, the federal government increasingly is preempting corporate governance law. The contributors to this volume are leading academics and practitioners with decades of experience in Delaware corporate law. They bring together a variety of perspectives that collectively provide the reader with a broad understanding of how Delaware achieved its dominant position and the threats it faces.

Spis treści

1. Introduction Stephen M. Bainbridge; 2. Product differentiation in the market for corporate law: how to design a regulatory alternative to Delaware corporate law Sean Griffith; 3. Corporate charter competition Lynn LoPucki; 4. Delaware's dominance: a peculiar illustration of American federalism Robert Thompson; 5. The failure of federal incorporation law: a public choice perspective Sung Hui Kim; 6. Delaware and Santa Fe industries v. Green James Park; 7. Interest group analysis of Delaware law: the corporate opportunity doctrine as case study Stephen M. Bainbridge; 8. The trouble with Trulia: re-evaluating the case for fee-shifting William B. Chandler and Anthony Rickey; 9. Dominance by inaction: Delaware's long silence on corporate officers Lyman Johnson; 10. Delaware primacy for limited partnerships Christine Hurt; 11. Why Delaware has endured, should endure, and yet may not endure Charles Elson; 12. Delaware's continued resilience: the next hundred years A. Gilchrist Sparks.