Corporate Law and the Reach of Courts
20 Pages Posted: 1 Jan 2016 Last revised: 9 Jan 2016
Date Written: December 30, 2015
Large businesses are often organized into a complicated web of interrelated corporations. Yet in many areas of U.S. law, jurisdictional and substantive rules focus only on the single entity, creating a mismatch between legal doctrine and the organization of business into corporate groups or conglomerates. Drawing on the U.S. Supreme Court’s 2014 decision in Daimler AG v. Bauman, this article considers one aspect of this problem: the extent to which a subsidiary’s contacts “count” as those of the corporate parent for court jurisdiction. Courts, litigants, and commentators often look to corporate law for part of the answer. During oral argument in Daimler AG v. Bauman, Justice Breyer went so far as to say that he saw the relevant contacts “through the lens of corporate law.” This article makes the case for a very limited role for corporate law in determining the reach of courts.
Keywords: corporate groups, jurisdiction, personal jurisdiction, general jurisdiction, Bauman, Daimler AG, Supreme Court, corporate law, conglomerates
JEL Classification: K00, K41, K22
Suggested Citation: Suggested Citation