An Assessment of the US Rules Which Determine the Relevant Law Applicable to Corporations: A Suggestion for Reform
Sagi Peari, 'An Assessment of the U.S. Rules which Determine the Relevant Law Applicable to Corporations: A Suggestion for Reform' 45 (3) Delaware Journal of Corporate Law 469 (2021)
65 Pages Posted: 16 Sep 2021
Date Written: August 16, 2021
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.
Keywords: applicable law, corporations, Delaware Syndrome, corporate personhood, place of incorporation, corporate capacity
JEL Classification: K22
Suggested Citation: Suggested Citation