Download this Paper Open PDF in Browser

State Competence to Regulate Corporate Takeovers: Lessons from State Takeover Statutes

64 Pages Posted: 21 Oct 2010  

Alan E. Garfield

Widener University - Delaware Law School

Date Written: 1989

Abstract

This Article reveals two very different lessons about state competence to regulate corporate takeovers. The first lesson is that some states are enacting anti-takeover legislation for the protectionist purpose of sheltering large local employers. The Article contends that the appropriate response to this legislation is for courts to invalidate it under the Commerce Clause. The second lesson is that some states, most notably Delaware, are enacting anti-takeover legislation to protect a state’s corporate chartering industry. In this instance, federal preemptive intervention is necessary to ensure that state law does not unduly favor management interests at shareholder expense.

Keywords: corporation law, takeovers, Delaware, constitutional law

JEL Classification: K22

Suggested Citation

Garfield, Alan E., State Competence to Regulate Corporate Takeovers: Lessons from State Takeover Statutes (1989). Hofstra Law Review, Vol. 17, 1989. Available at SSRN: https://ssrn.com/abstract=1695205

Alan E. Garfield (Contact Author)

Widener University - Delaware Law School ( email )

4601 Concord Pike
Wilmington, DE 19803-0406
United States

HOME PAGE: http://law.widener.edu

Paper statistics

Downloads
27
Abstract Views
397