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...

Under New Jersey corporate law, may a corporation adopt a mandatory arbitration provision in its bylaws that would require shareholders to bring federal securities law claims via separate individual arbitration? The issue is squarely raised by a recent shareholder proposal at Johnson & Johnson,...

It is one of the well-known cornerstones of corporate governance that (minority) share-holders are subject to a risk of being expropriated by the controller of the firm, i.e. either entrenched management under a dispersed ownership structure or a controlling share-holder under concentrated...

The paper analyses a strategy for avoiding the disclosure of the financial statements of a limited partnership with a limited liability company as general partner (GmbH & Co. KG) according to German Commercial Code (HGB). It describes the formal process of the joining of a natural person as an...

The paper analyses a strategy for avoiding the disclosure of the financial statements of a limited partnership with a limited liability company as general partner (GmbH & Co. KG) according to German Commercial Code (HGB). It describes the formal process of the joining of a natural person as an...

This paper examines the origins of investor protection under the common law by analysing the development of shareholder protection in Victorian Britain, the home of the common law. In this era, very little was codified, with corporate law simply suggesting a default template of rules....

This paper examines the origins of investor protection under the common law by analysing the development of shareholder protection in Victorian Britain, the home of the common law. In this era, very little was codified, with corporate law simply suggesting a default template of rules....

Legal European Company Forms to Realize Cross Border FOCJ - Functional Overlapping Competing Jurisdictions Peter Friedrich Since several years Bruno Frey, Eichenberger and other authors launched the idea of a FOCJ "Functional Overlapping Competing Jurisdiction". In Switzerland and USA school...

Firms' Corporate Social Responsibility (CSR) activity has become the subject of a large literature in recent years. This paper analyzes CSR activity using quasi-experimental variation created by Section 135 of India's Companies Act of 2013, which requires (on a "comply-or-explain" basis) that...