The competition by states for incorporations has long been the subject of extensive
scholarship. This article tries to deconstruct the state competition debates by showing that scholars are engaged in three separate debates that are only loosely connected to each other. The first, ?directional?
debate concerns whether firms, if given a choice, will chose corporate law rules that maximize shareholder value or managerial benefits. Resolution of this question is relevant regardless of whether states ?compete.? All it takes to make this question important is for firms to have a meaningful choice among legal rules. The second, ?competition? debate concerns whether, how, and which states compete for incorporations. Depending on what is meant by ?competition?, competition can exist even in a regime where firms have no choice over where they incorporate and may not exist in a regime where firms have free choice. The third, ?federalism? debate concerns the shape a mandatory corporate law would take if such a law were enacted. Separating these three conceptually distinct questions, and the evidence relevant to each, yields a better understanding of the arguments made by the partisans in the state competition debate and of the issues that remain unresolved.
This study provides an economic analysis of the determinants and consequences of corporate social responsibility (CSR) and sustainability reporting. To frame our analysis, we consider a widespread mandatory adoption of CSR reporting standards in...Read more
Index funds and indexed ETFs managed by the “Big Three” – BlackRock, Vanguard and State Street – have grown to be the largest investors in the capital markets and have become the presumptive “deciders” of corporate law controversies. With this...Read more
How special is Centros? This contribution places Centros in internal market law. It starts by
turning the judgment on its head and imagines an alternative Centros: the judgment that the
Danish authorities...Read more
Comparative company law is at once very old and very modern. It is very old
because ever since companies and company laws first existed, trade has not
stopped at the frontiers of countries and states. The persons concerned, ...Read more