Download or read book A Regulatory Competition Theory of Indeterminacy in Corporate Law written by Ehud Kamar and published by . This book was released on 2005 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: This Article revisits the debate on the desirability of interstate competition in providing corporate law. It argues that the market for corporate law is imperfectly competitive, and therefore may not yield the optimal product to either shareholders or managers. Delaware dominates the market as a result of several competitive advantages that are difficult for other states to replicate. These advantages include network benefits emanating from Delaware's status as the leading incorporation jurisdiction, Delaware's proficient judiciary and Delaware's unique commitment to corporate needs. Delaware can enhance these advantages by developing indeterminate and judge-oriented law, even if such law is otherwise undesirable. Indeterminacy makes Delaware laws inseparable from its application by Delaware's courts and thus excludes non-Delaware corporations from network benefits, accentuates Delaware's judicial advantage, and makes Delaware's commitment to firms more credible. Whether state competition constitutes a race to the top, to the bottom, or somewhere in between, excessive indeterminacy may add an additional degree of inefficiency to the law.

Download or read book Comparative Economic Analysis of Regulatory Competition in Corporate Law in Europe and the United States written by Robin Eyben and published by GRIN Verlag. This book was released on 2013-08-07 with total page 39 pages. Available in PDF, EPUB and Kindle. Book excerpt: Master's Thesis from the year 2006 in the subject Law - Comparative Legal Systems, Comparative Law, grade: Sehr Gut, University of Hamburg (Institut für Recht und Ökonomik), language: English, abstract: In the US it is principally the states that are in charge of regulating the internal affairs of corporations. States allow firms to relocate in other states. Hence, it is argued that states are engaging in a process of competing for corporate charters. In the EU this basic setting is today quite similar: the EU Member States have separately created their own corporate law systems for decades. Though only since the European Court of Justice (ECJ) ruled in a series of famous decisions from Centros to Inspire Art that Member States have to recognize firms who are incorporated under other Member States’ corporate law, the possibility for regulatory competition in corporate is opened in the EU as well. Comparing the situations in Europe and America from a law and economics perspective, the guiding hypothesis of this thesis is that while regulatory competition in corporate law can lead to efficient results, several problems have to be taken into account. Inefficiencies in American and European regulatory competition in corporate law are mainly due to these problems. A possible normative solution to such inefficiencies is assessed. Other findings of this thesis involves the following aspects: Firstly, while regulatory competition in corporate law in the U.S. might have been economically efficient in the past, it now can be identified several factors that lead to suboptimal outcomes which can be explained positively by applying existing theories on the issue as complementary ones. Secondly, the European legal and economic situation resembles important factors of the American one while there are some major differences that will probably lead to different outcomes to those in the U.S. – though these are suboptimal as well. Thirdly, a normative conclusion is drawn from these comparative observations. It can be efficient to restructure the framework in which regulatory competition in corporate law takes place in both, the U.S. and the EU. It is proposed a form of procedural harmonization and a simplification of conflict of laws that will allow states to compete for separate modules of legal sectors in corporate law. Thus innovation and learning processes in corporate regulations will be easier comparable and a sustainable race to the top may begin.

Download or read book Regulatory Competition in the Internal Market written by Barbara Gabor and published by Edward Elgar Publishing. This book was released on 2013-01-01 with total page 349 pages. Available in PDF, EPUB and Kindle. Book excerpt: "Regulatory competition within Europe and internationally, operates in several fields with different outcomes. This book offers a comparative legal and economic analysis of corporate, securities and competition law, exploring the reasons behind such differences. The books conceptual framework covers the most relevant drivers of competition, including legal actors incentives, channels of competition and governance design. It shows how the different drivers and institutional designs are shaping competitive interactions, drawing relevant conclusions for both general and field specific regulatory policy. Providing a comparative analysis of regulatory competition in three legal fields, this book will be a valuable resource for researchers and academics in law, economics and political science, as well as policymakers legislator, regulator, judiciary at both national and European levels."--Publisher

Download or read book Regulatory Competition in Making Corporate Law in the United States and its Limits written by Mark J. Roe and published by . This book was released on 2011 with total page 31 pages. Available in PDF, EPUB and Kindle. Book excerpt: American corporate-law scholars have focused on jurisdictional competition as an engine-usually as the engine-making American corporate law. Recent decisions in the European Court of Justice open up the possibility of similar competition in the EU. That has led analysts to wonder whether a European race would mimic the American, which depending on one`s view is a race to the top-promoting capital markets efficiency-or one to the bottom-demeaning it by giving managers too much authority in the American corporation. But the academic race literature underestimates Washington`s role in making American corporate law. Federal authorities are regularly involved, regularly make law governing the American corporation-from shareholder voting rules, to boardroom composition, to dual class stock-and they could do even more. In structure, the United States has two corporate lawmaking powers-the states (primarily Delaware) and Washington. We are only beginning to understand how they interact, as complements and substitutes, but the foundational fact of American corporate lawmaking during the twentieth century is that whenever there is a big issue-the kind of corporate policy decision that could strongly affect capital costs-Washington acted or considered acting. We cannot understand the structure of American corporate lawmaking by examining state-to-state jurisdictional competition alone.

Download or read book Regulatory Competition and Freedom of Contract in U S Corporate Law written by Marco Ventoruzzo and published by . This book was released on 2018 with total page 11 pages. Available in PDF, EPUB and Kindle. Book excerpt: The real dynamics of U.S. regulatory competition in corporate law are often misunderstood. As convincingly demonstrated by some authors (Kahan and Kamar), most States are not actively engaged in the market for charters, and Delaware's position is substantially unchallenged. From this starting point, in this short paper presented at the Conference of the Sixtieth Anniversary of the Italian Rivista delle società in 2015, after a brief critical discussion of the actual nature of this "competition" based also on empirical evidence, I examine some recent reforms of the Delaware General Corporation Act in the area of corporate litigation (on fee-shifting bylaws and exclusive forum selection clauses), which affect contractual freedom in corporate bylaws and seem to confirm the theoretical framework illustrated. In light of these results, I offer some implications for the also peculiar type of regulatory competition emerging in Europe, and indicate some consequences that European policy makers should take into account.

Download or read book Regulatory Competition in Company Law in the European Community written by Stefano Lombardo and published by Peter Lang Gmbh, Internationaler Verlag Der Wissenschaften. This book was released on 2002 with total page 250 pages. Available in PDF, EPUB and Kindle. Book excerpt: The work challenges the commonly accepted idea that the European single market needs a harmonized company law as a precondition for its correct functioning, on the basis of a law and economics comparison with the American situation. The study critically analyzes the two major reasons advanced to justify harmonization - the race to the bottom argument and the standardization argument - on the basis of the regulatory competition paradigm and concludes that they are basically wrong. Instead of pursuing harmonization of substantive company law, the proposal is to adjust conflict of law rules in favor of the incorporation theory as ruled by the European Court of Justice in its important Centros-decision of March 1999. Companies should be granted freedom of establishment and free movement among jurisdictions in the European Union.

Download or read book The Anatomy of Corporate Law written by Reinier Kraakman and published by OUP Oxford. This book was released on 2009-07-23 with total page 578 pages. Available in PDF, EPUB and Kindle. Book excerpt: This is the long-awaited second edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively updated to reflect profound changes in corporate law. It now includes consideration of additional matters such as the highly topical issue of enforcement in corporate law, and explores the continued convergence of corporate law across jurisdictions. The authors start from the premise that corporate (or company) law across jurisdictions addresses the same three basic agency problems: (1) the opportunism of managers vis-à-vis shareholders; (2) the opportunism of controlling shareholders vis-à-vis minority shareholders; and (3) the opportunism of shareholders as a class vis-à-vis other corporate constituencies, such as corporate creditors and employees. Every jurisdiction must address these problems in a variety of contexts, framed by the corporation's internal dynamics and its interactions with the product, labor, capital, and takeover markets. The authors' central claim, however, is that corporate (or company) forms are fundamentally similar and that, to a surprising degree, jurisdictions pick from among the same handful of legal strategies to address the three basic agency issues. This book explains in detail how (and why) the principal European jurisdictions, Japan, and the United States sometimes select identical legal strategies to address a given corporate law problem, and sometimes make divergent choices. After an introductory discussion of agency issues and legal strategies, the book addresses the basic governance structure of the corporation, including the powers of the board of directors and the shareholders meeting. It proceeds to creditor protection measures, related-party transactions, and fundamental corporate actions such as mergers and charter amendments. Finally, it concludes with an examination of friendly acquisitions, hostile takeovers, and the regulation of the capital markets.

Download or read book Regulatory Competition and the Market for Corporate Law written by Ofer Eldar and published by . This book was released on 2020 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: This article develops an empirical model of firms' choice of corporate laws under inertia. Delaware dominates the incorporation market, though recently Nevada, a state whose laws are highly protective of managers, has acquired a sizable market share. Using a database of firm incorporation decisions from 1995-2013, we show that most firms dislike protectionist laws, such as anti-takeover statutes and liability protections for officers, and that Nevada's rise is due to the preferences of small firms. Consistent with the bonding hypothesis, our estimates indicate that despite inertia, Delaware would lose significant market share and revenues if it adopted protectionist laws.

Download or read book Regulatory Competition on Corporate Law a Comparative Bibliography written by Kagan Kocaoglu and published by . This book was released on 2008 with total page 97 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book Regulatory Competition in EU Corporate Law After Inspire Art written by Christian Kirchner and published by . This book was released on 2010 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: The decisions of the European Court of Justice in Centros and then in Inspire Art open up the possibility of regulatory competition in European corporate law. Now that EU Member States have to recognize each other's charters, some Member States could enact and enforce corporate law preferred by shareholders, managers or both, and thus lure corporations away from other Member States with less attractive corporate law. The European debate after Inspire Art will in some ways resemble the U.S. debate over the "Delaware effect" on corporate law over the past seventy years. Implicit in much of this debate, however, is the assumption, based on the U.S. experience, that regulatory competition in corporate law necessarily means that Member States will offer both their corporate law and their judicial system to managers and investors in other Member States who choose to incorporate abroad. In the United States, incorporation in Delaware means that corporate law cases are litigated in Delaware. This bundling of statutory law and adjudication might, however, cause difficulties in Europe. Using a theoretical framework of New Institutional Economics, we suggest that Member States are most likely to succeed in the regulatory competition following Centros and Inspire Art if they unbundle the corporate law product and allow buyers of corporate charters to choose the corporate law of the Member State of incorporation but have disputes under that law adjudicated elsewhere, preferably by arbitration panels. Although it is possible to allow disputes under one Member State's corporate law to be decided by the local courts of another Member State (probably the "seat" of the corporation), for a variety of reasons we find this to be an unattractive alternative. A more attractive alternative is adjudication by panels of professional arbitrators who specialize in the corporate law of a particular Member State, but who could be citizens of different Member States,and who would apply uniform procedural rules determined by an arbitration association rather than by national courts. This alternative requires that Member States allow corporate charters to provide for arbitration of disputes over corporate internal affairs. While national courts in the Member State of incorporation could do this by routinely enforcing arbitration awards, specific provision for arbitration in corporate statutes is preferable. Then, if a Member State where a corporation has its principal place of business or some other Member State were to try to make the arbitration clause unworkable under its own conflict of laws principles, the Member State of incorporation and private parties could claim, probably successfully, that frustration of the arbitration clause was not in compliance with the right of establishment as interpreted by the ECJ in Inspire Art.

Download or read book A Comparative Bibliography Regulatory Competition on Corporate Law written by Kagan Kocaoglu and published by . This book was released on 2008 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book The Structure of Regulatory Competition written by Dale D. Murphy and published by Oxford University Press on Demand. This book was released on 2004 with total page 312 pages. Available in PDF, EPUB and Kindle. Book excerpt: In order to understand international economic regulations, it is essential to understand the variation in competing corporations' interests. Political science theories have neglected the role of individual firms as causal actors. Theories of institutions have neglected to examine the creation of business law. Economic theories have neglected to apply concepts of asset specificity to social regulations in competitive industries. This book aims to fill these voids with a company-based explanation. Its theoretical findings open a 'black box' in the literature on international political economy and elucidate a source of regulatory differences and similarities. Counter-intuitive case studies reveal how business and governments actually interact. They also contribute to both sides of current debates over corporate social responsibility. They examine diverse topics including offshore finance, flags-of-convenience, CFC production, capital requirements, the importation and sale of 'dolphin-lethal' tuna, and the advertising of infant formula. By exploring powerful corporations' investment profiles and regulatory strategies, this book explains why globalization sometimes results in a 'race to the bottom', sometimes in higher common regulations, and sometimes in regulations that differ between countries. Uniquely, it then explains which regulatory outcome is likely to occur under specified conditions. The explanation incorporates economics, political science, studies of regulatory capture, and examinations of transaction costs, firms' regulatory strategies, and the roles international institutions.

Download or read book The Advantage of Competitive Federalism for Securities Regulation written by Roberta Romano and published by American Enterprise Institute. This book was released on 2002 with total page 316 pages. Available in PDF, EPUB and Kindle. Book excerpt: In this analysis of securities regulation, the author demonstrates that the current approach toward U.S. regulation - exclusive jurisdiction of the Securities and Exchange Commission - is misguided and should be revamped by implementing a regime of competitive federalism. Under such a system firms would select their regulator from among the states, the SEC, or other nations. The author asserts that competitive federalism harnesses the high-powered incentives of markets to the regulatory state to produce regulatory arrangements most compatible with investors' preferences. The author contends that the empirical evidence does not indicate that the SEC is effective in achieving its stated objectives. The commission's expansions of disclosure requirements over the years have not significantly enhanced investors' wealth. In addition, she asserts, evidence from institutional equity and debt markets and cross-country listing practices demonstrates that firms voluntarily disclose substantial information beyond mandatory requirements to provide the information investors demand. The author concludes that under competitive federalism, the aspects of the SEC's regime that are valuable to investors will be retained, those that are not will be discarded, and the resulting securities regime will better meet investors' needs than the present one.

Download or read book The Law and Economics of Corporate Governance written by Alessio M. Pacces and published by Edward Elgar Publishing. This book was released on 2010-01-01 with total page 321 pages. Available in PDF, EPUB and Kindle. Book excerpt: In this timely book, the law and economics of corporate governance is approached from a range of angles. This study reveals that perspectives are changing: they differ between the economic and the legal standpoint; they vary across countries; they evolve over time. A group of leading scholars offer their views some provide fresh empirical evidence on existing theories and others attempt to develop new theoretical insights based on empirical puzzles. They all analyse the economics of corporate governance with a view to how it should, or should not, be regulated. Economic analysis of law proves to be the common language for understanding corporate governance on both sides of the Atlantic. The law and economics approach is applied to topical issues in the international debate, such as the harmonization of company laws; regulatory competition; determinants of separation of ownership and control; enforcement of investor protection; and the political economy of corporate governance.

Download or read book Is Regulatory Competition a Problem or Irrelevant for Corporate Governance written by Roberta Romano and published by . This book was released on 2018 with total page 52 pages. Available in PDF, EPUB and Kindle. Book excerpt: This article provides an analysis of why regulatory competition in corporate law has operated, for the most part, successfully in the United States, and critiques the position of commentators who are skeptical of the significance and extent of state competition. The article begins by setting out the context in which regulatory competition has been most recently criticized, the U.S. Congress's response to corporate accounting scandals in the Sarbanes-Oxley Act, and by briefly noting how the problematic features of that legislative response underscore the benefits of regulatory competition. It then evaluates recent criticisms of regulatory competition that focus on the role of the federal government, or the incentives of states other than the leading incorporation state, Delaware, and conclude that U.S. corporate law is not the product of state competition. The article contends that these permutations on the state competition debate do not provide a satisfactory positive explanation of the behavior or the influence of the states and federal government. The minimum policy implication of the analysis is that it would be imprudent for policymakers to overlook the competitive regulatory experience in U.S. corporate law when assessing the approach to take to company and securities law. Prepared for the Special Issue of the Oxford Review of Economic Policy on Corporate Governance and the Corporate Governance Conference at the Said Business School, University of Oxford, January 28, 2005.

Download or read book Convergence and Persistence in Corporate Governance written by Jeffrey N. Gordon and published by Cambridge University Press. This book was released on 2004-04-08 with total page 409 pages. Available in PDF, EPUB and Kindle. Book excerpt: Corporate governance is on the reform agenda all over the world. How will global economic integration affect the different systems of corporate ownership and governance? Is the Anglo-American model of shareholder capitalism destined to become the template for a converging global corporate governance standard or will the differences persist? This reader contains classic work from leading scholars addressing this question as well as several new essays. In a sophisticated political economy analysis that is also attuned to the legal framework, the authors bring to bear efficiency arguments, politics, institutional economics, international relations, industrial organization, and property rights. These questions have become even more important in light of the post-Enron corporate governance crisis in the United States and the European Union's repeated efforts at corporate integration. This will become a key text for postgraduates and academics.

Download or read book Regulation Versus Litigation written by Daniel P. Kessler and published by University of Chicago Press. This book was released on 2011-02 with total page 344 pages. Available in PDF, EPUB and Kindle. Book excerpt: The efficacy of various political institutions is the subject of intense debate between proponents of broad legislative standards enforced through litigation and those who prefer regulation by administrative agencies. This book explores the trade-offs between litigation and regulation, the circumstances in which one approach may outperform the other, and the principles that affect the choice between addressing particular economic activities with one system or the other. Combining theoretical analysis with empirical investigation in a range of industries, including public health, financial markets, medical care, and workplace safety, Regulation versus Litigation sheds light on the costs and benefits of two important instruments of economic policy.