Publisher: U of Maryland   (Total: 5 journals)   [Sort alphabetically]

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J. of Health Care Law and Policy     Open Access   (Followers: 4)
Intl. J. of Information, Diversity, & Inclusion     Open Access   (Followers: 4)
Maryland J. of Intl. Law     Open Access   (Followers: 3)
Maryland Law Review     Open Access   (Followers: 2)
J. of Business & Technology Law     Open Access   (Followers: 2)
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Maryland Journal of International Law
Number of Followers: 3  

  This is an Open Access Journal Open Access journal
ISSN (Print) 2151-2922 - ISSN (Online) 2151-2930
Published by U of Maryland Homepage  [5 journals]
  • Delaware's New Competition

    • Authors: William J. Moon
      Abstract: According to the standard account in American corporate law, states compete to supply corporate law to American corporations, with Delaware dominating the market. This “competition” metaphor in turn informs some of the most important policy debates in American corporate law.

      This Article complicates the standard account, introducing foreign nations as emerging lawmakers that compete with American states in the increasingly globalized market for corporate law. In recent decades, entrepreneurial foreign nations in offshore islands have used permissive corporate governance rules and specialized business courts to attract publicly traded American corporations. Aided in part by a select group of private sector lawyers who draft legislation for these lawmakers, foreign nations enable American corporations to opt out of mandatory rules that are axiomatic features of American corporate law.

      This Article documents an emerging international market for corporate law that has largely been undetected by legal scholars who presuppose an interstate market. While acknowledging the potential benefits offered by foreign nations competing to attract American corporations, this Article highlights a series of countervailing considerations that render any claims about gains from international jurisdictional competition premature at best.
      PubDate: Thu, 16 Sep 2021 13:08:40 PDT
  • Delaware's Global Competitiveness

    • Authors: William J. Moon
      Abstract: For about a hundred years, Delaware has been the leading jurisdiction for corporate law in the United States. The state, which deliberately embarked on a mission to build a haven for corporate law in the early twentieth century, now supplies corporate charters to over two thirds of Fortune 500 companies and a growing share of closely held companies. But Delaware’s domestic dominance masks the important and yet underexamined issue of whether Delaware maintains its competitive edge globally.

      This Article examines Delaware’s global competitiveness, documenting Delaware’s surprising weakness competing in the emerging international market for corporate charters. It does so principally by studying the corporate law preferences of foreign firms listed in the United States. While Delaware was once a popular jurisdiction for foreign corporations listing in American stock markets, it has dramatically fallen out of favor in recent years. This is particularly true among firms based in China that have recently made their debut to American investors. For instance, the Cayman Islands is now the juridical home to over half of Chinese companies listed in American stock markets, compared to Delaware’s 5%.

      By exploring the paradox of Delaware’s domestic popularity and international unpopularity, this Article makes three contributions to the literature. First, it presents data indicating that Delaware’s dominance of the corporate charter market may be a parochial, American phenomenon. Second, it develops a theory to explicate why foreign firms operating within vastly different market environments may be averse to Delaware’s corporate governance paradigm. Finally, it adds to the corporate law convergence debate, counseling against blind exporting of Delaware corporate law to foreign nations.
      PubDate: Thu, 16 Sep 2021 13:03:46 PDT
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