An Assessment of the US Rules which Determine the Relevant Law Applicable to Corporations: A Suggestion for Reform

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Abstract

The article addresses one of the basic legal questions of corporations: which law governs disputes involving corporations? The US scholarship has not provided yet a comprehensive answer to this question. Which law, for example, applies to adjudicate a dispute between a Delaware corporation and a Nevada corporation, considering both usually conduct business in New York, California, Montana and Canada, with respect to delivery of goods in California? Through analyzing the external (i.e. aspects that relate to interactions between corporations and people/other corporations/bodies) and internal aspects of corporation (i.e. aspects related to the structure of corporate governance in terms of the relationship between corporate shareholders, directors, and officers), the article justifies some facets of current practices and makes key suggestions for reform. At a time when COVID-19 has caused economic disruption, corporations are inherently present in almost every aspect of our lives, and the volume of online commerce is escalating, the article tackles one of the most pressing and relevant questions of contemporary social reality.

Original languageEnglish
JournalDelaware Journal of Corporate Law
Volume45
Issue number1
Publication statusAccepted/In press - 15 Jan 2021

Keywords

  • Delaware Syndrome
  • applicable law
  • corporate capacity
  • corporate personhood
  • corporations
  • place of incorporation

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