Regulatory Competition in Corporate Law

Abstract

This dissertation project is composed of three parts.(l) State Legislation and corporate Mobility, (2) Doctrinal Foundations of the Charter Market, (3) A Comparative Bibliography: Regulatory Competition in Corporate Law. Until now, state statutes on the transformation of an enterprise are neglected by corporate law research until now. "State Legislation and Corporate Mobility" seeks to compare the domestication and conversion provisions of state corporate laws, including the Delaware General Corporation Law and the Model Business Corporation Act, and evaluates the current law pursuant to the theories on state competition. Furthermore, this study analyzes the factors affecting the selection of the legal platform, and examines the mechanics of organizational transformation from a transactional and normative perspective. Finally, the discussion focuses on the potential benefits of an expedited domestication and conversion process out of incorporation jurisdiction. "Doctrinal Foundations of the Charter Market" discusses the existing theories on the production of corporate law with a perspective of the federal and state measures to protect the corporate law domain of Delaware proprietary lock-in in Delaware. "A Comparative Bibliography: Regulatory Competition in Corporate Law" compiles the contributions made by lawyers, economists, and judges on the role of regulatory competition on corporate laws. Academicians of American corporate law have discussed the effects of regulatory competition on corporate laws for over the last three decades. The span and the range of this continuing debate have brought a great deal of attention to this issue. Literature on theoretical framework of the regulation competition, corporate law federalism, corporate mobility, proposed corrections to charter market, federal interventions to corporate law and European contributions to the academic discourse are covered in this compilement