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Federal Forum Provisions And The Internal Affairs Doctrine, Dhruv Aggarwal, Albert H. Choi
Federal Forum Provisions And The Internal Affairs Doctrine, Dhruv Aggarwal, Albert H. Choi
Law & Economics Working Papers
A key question at the intersection of state and federal law is whether corporations can use their charters or bylaws to restrict securities litigation to federal court. In December 2018, the Delaware Chancery Court answered this question in the negative in the landmark decision Sciabacucchi v. Salzberg. The court invalidated “federal forum provisions” (“FFPs”) that allow companies to select federal district courts as the exclusive venue for claims brought under the Securities Act of 1933 (“1933 Act”). The decision held that the internal affairs doctrine, which is the bedrock of U.S. corporate law, does not permit charter and bylaw provisions …
Of Bodies Politic And Pecuniary: A Brief History Of Corporate Purpose, David B. Guenther
Of Bodies Politic And Pecuniary: A Brief History Of Corporate Purpose, David B. Guenther
Law & Economics Working Papers
American corporate law has long drawn a bright line between for-profit and non-profit corporations. In recent years, hybrid or social enterprises have increasingly put this bright-line distinction to the test. This Article asks what we can learn about the purpose of the American business corporation by examining its history and development in the United States in its formative period from roughly 1780-1860. This brief history of corporate purpose suggests that the duty to maximize profits in the for-profit corporation is a relatively recent development. Historically, the American business corporation grew out of an earlier form of corporation that was neither …
Twenty-Five Years On — The Establishment And Application Of Corporate Fiduciary Duties In Prc Law, Nicholas C. Howson
Twenty-Five Years On — The Establishment And Application Of Corporate Fiduciary Duties In Prc Law, Nicholas C. Howson
Law & Economics Working Papers
This chapter analyzes the development of corporate fiduciary law and principles in the law of the People’s Republic of China from the early 1990s to date. The story starts with a short history of the contested advent of explicitly law-based corporate fiduciary duties into the PRC legal system after 1978, with an in depth consideration of the concurrent “legal construction” and “corporatization without privatization” programs implemented by China’s post-Mao administrations in the two decades following. In that regard, at least three development paths are described and explained — academic, regulatory and judicial/jurisprudential. Then the paper details how the substantive legal …