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Full-Text Articles in Law
From Incongruity To Cooperative Federalism, Reza Dibadj
From Incongruity To Cooperative Federalism, Reza Dibadj
Reza Dibadj
The conventional wisdom has been that state law governs internal affairs, and federal law governs disclosure. This reassuring construct, however, has little basis in today's reality. Left alone, states have not provided adequate shareholder protections: state securities laws were historically anemic, and the regulatory reach of state corporate law shrank under a prevailing contractarian ethos. As consequence, beginning in 1933, federal securities laws emerged to regulate many internal affairs. Curiously, however, as federal regulation has grown and become increasingly preemptive over the past decade, it has often decreased shareholder protections. As a consequence, some states have recently reversed course, using …
Delayering Corporate Law, Reza Dibadj
Delayering Corporate Law, Reza Dibadj
Reza Dibadj
Corporate law has become unnecessarily complicated. Despite the proliferation of laws, problems fester and scandals erupt. Something is wrong. This Article seeks to delayer corporate law - to strip it down to its essence - and after doing so, offer concrete suggestions for reform. It is a first step toward a new minimalist architecture for corporate law. The Article begins by arguing that the core of state corporate law - corporation statutes and fiduciary duties - currently offer precious little protection to shareholders. Contractarianism, manifested through enabling statues, reflects weak economics. Existing fiduciary duties are little more than rhetorical flourish. …