London as Delaware?

Authors

Adam C. Pritchard, University of Michigan Law SchoolFollow

Document Type

Article

Publication Date

1-2009

Abstract

Jurisdictional competition in corporate law has long been a staple of academic-and sometimes, political-debate in the United States. State corporate law, by long-standing tradition in the United States, determines most questions of internal corporate governance-the role of boards of directors, the allocation of authority between directors, managers and shareholders, etc.-while federal law governs questions of disclosure to shareholders-annual reports, proxy statements, and periodic filings. Despite substantial incursions by Congress, most recently in the Sarbanes-Oxley Act of 2002, this dividing line between state and federal law persists, so state law arguably has the most immediate impact on corporate governance outcomes.

Recommended Citation

Pritchard, Adam C. "London as Delaware?" U. Cin. L. Rev. 78, no. 2 (2009): 473-500.