The choice-of-law clause is now omnipresent. A recent study found that these clauses can be found in 75 percent of material agreements executed by large public companies in the United States. The popularity of such clauses in contemporary practice raises several questions. When did choice-of-law clauses first appear? Have they always been popular? Has the manner in which they are drafted changed over time? Surprisingly, the existing literature provides few answers.
Until 1870, corporate elections in the United States were generally conducted under a system of straight voting. In that year, the State of Illinois adopted a new constitution requiring that cumulative voting be used to elect directors to the boards of Illinois corporations. Over the next eighty years, a number of states followed suit and adopted laws mandating the use of cumulative voting in corporate elections. As one scholar has written:
The high water mark of mandatory cumulative voting as a force in American corporate law was probably the late 1940s. At that point, twenty-two states had mandatory provisions. The … Read more
The following post comes to us from John F. Coyle, Assistant Professor of Law at the University of North Carolina at Chapel Hill, and Joseph M. Green, Associate at Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP in New York, and is based on their forthcoming article in the Hastings Law Journal, “Contractual Innovation in Venture Capital.” The full paper is available here.
How do the investment contracts used by venture capitalists today differ from those used in the past? Our forthcoming article in the Hastings Law Journal offers a partial answer to this question. Drawing upon interviews with … Read more