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Full-Text Articles in Law
A New Approach To Corporate Choice Of Law, Jens Dammann
A New Approach To Corporate Choice Of Law, Jens Dammann
Vanderbilt Journal of Transnational Law
The state of incorporation doctrine, which now applies both in the United States and in the European Community, allows corporations to choose the state law governing their internal affairs by incorporating in the appropriate state. Most scholars believe that this freedom to choose benefits both shareholders and society as a whole. Against this background, an obvious question is whether the state of incorporation doctrine is really the most efficient way of granting corporations the right to choose. In this Article, the Author argues that while there are sound reasons for retaining the state of incorporation doctrine as one mechanism for …
What Is Corporate Law's Place In Promoting Societal Welfare?: An Essay In Honor Of Professor William Klein, Randall Thomas
What Is Corporate Law's Place In Promoting Societal Welfare?: An Essay In Honor Of Professor William Klein, Randall Thomas
Vanderbilt Law School Faculty Publications
This is a short essay on what should be the fundamental criterion used to evaluate corporate law. I argue that the overall goal of good corporate law should be to assist private parties to create wealth for themselves and the economy in a manner that does not inflict uncompensated negative externalities upon third parties. Private businesses that produce goods and services should be encouraged by the state because creating greater wealth is generally beneficial to society. Corporate law can act as a helpful precondition for faster economic growth by protecting the parties' expectations, encouraging savings and investment, reducing transaction costs, …