In the United States, corporate actors choose their state of incorporation and are subject to the laws of the state in which they are incorporated. Incorporating in Delaware is a common move for most U.S. firms, especially those interested in attracting venture capital, as the state's...

This paper investigates the implications of the fair value protections contemplated by the standard corporate contract (i.e., the standard contract form for which corporate law provides) for the entrepreneur-venture capitalist relationship, focusing, in particular, on unavoidable...