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Law Quadrangle (formerly Law Quad Notes)

Abstract

Prof. Siegel served as Reporter to the Michigan Law Revision Commission to draft the proposed Michigan Business Corporation Law. His remarks reflect his own views, and not necessarily those of the Law Revision Commission.

In the argot of the corporate lawyer, the term "liberal takes on a special meaning when used to describe a body of laws governing corporations. A "Iiberal" corporation code contains the minimum number of limitations on corporate activity and has few, if any, sanctions to support its prohibitions. In the early days of this century, New Jersey, and later Delaware, earned the title "Mother of Corporations" by easing the strictures on corporations established under their laws. The fact that corporations even then operated beyond the boundaries of their chartering jurisdictions led to an influx of corporations that leaves its clear mark on American corporation law to this day. Of Fortune's Top 500 Industrial Corporations, more than 200 are incorporated in Delaware, some 60 in New York, and more than 40 in New Jersey.

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