A Rule-Based Method for Comparing Corporate Laws

Scholars, lawyers, judges, and policymakers frequently need to compare corporate laws, both internationally and domestically.  In part, this need results from the internal affairs doctrine, a conflict-of-laws rule that is unique to corporate law.  The doctrine requires that courts apply the corporate law of the state or country of incorporation to the corporation’s internal affairs.  Because corporations can easily and inexpensively incorporate anywhere—regardless of the locations of their headquarters or operations—the internal affairs doctrine enables them to pick their governing laws from an almost worldwide menu. The result is that even many corporations operating solely in the United States are … Read more

Corporate Charter Competition

In an article to be published in the Minnesota Law Review, I use systems-strategic analysis to explore the role of charter competition in corporate law. A systems-strategic analysis begins by identifying a law-related system for study, then describes how the system functions, and finally infers from that function what goals the system is pursuing. The system analyzed in this article is the system by which American corporate law is produced, adopted, and enforced—the corporate charter competition. Although charter competition extends to private corporations and other types of entities, I limited my analysis to the public company context because the competition … Read more