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The Mandatory Disclosure of State Corporate Law


Christopher John Gulinello


Northern Kentucky University - Salmon P. Chase College of Law

August 30, 2007

Nebraska Law Review, Vol. 86, No. 4, 2008

Abstract:     
The disclosure of information on state corporate law should be high on the agenda of the ongoing mandatory disclosure debate. State corporate law plays a central role in the governance of public firms and despite the intense focus legal academia places on state corporate law, public companies are not required to disclose much information about the corporate law of their respective states of incorporation. This article makes a case for mandating public companies to disclose information about state corporate law as part of their regular disclosures. State corporate law is an important part of the information investors need to evaluate corporate governance risk. Mandatory disclosure of state corporate law would reduce the costs of disseminating information in a market where there are 51 possible jurisdictions for which investors need to research and process information on state corporate law. In addition, mandatory disclosure of state corporate law would better ensure that this information is incorporated into the price of securities when there is a possibility the market largely ignores some important aspects of state corporate law.

Posted with permission from the Nebraska Law Review. See Christopher J. Gulinello, The Mandatory Disclosure of State Corporate Law, 86 Neb. L. Rev. 795 (2008)

Number of Pages in PDF File: 43

Keywords: corporate, delaware, governance

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Date posted: August 31, 2007 ; Last revised: December 20, 2008

Suggested Citation

Gulinello, Christopher John, The Mandatory Disclosure of State Corporate Law (August 30, 2007). Nebraska Law Review, Vol. 86, No. 4, 2008. Available at SSRN: http://ssrn.com/abstract=1010997 or http://dx.doi.org/10.2139/ssrn.1010997

Contact Information

Christopher John Gulinello (Contact Author)
Northern Kentucky University - Salmon P. Chase College of Law ( email )
Nunn Hall
Highland Heights, KY 41099
United States
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