Global Corporate Charter Competition

Abstract

This chapter highlights the broader scholarly agenda for studying the global dimensions of corporate law. While a rich body of comparative corporate law scholarship illuminates how corporate law has converged (or resisted convergence), relatively less attention has been paid to understanding whether firms shop for corporate law internationally. The latter phenomenon, which this chapter refers to as global corporate charter competition, raises a host of fascinating descriptive and normative questions. Consistent with the classic race to the top framework, legal regime shopping enabled by entrepreneurial foreign nations can strip away parochial local rules and spur legal innovation. But it can also undermine mandatory domestic rules designed to effectuate important social policy, as the traditional race to the bottom proponents have asserted. After providing an overview of the emerging international market for corporate charters, this chapter highlights a series of novel and unresolved legal issues ripe for future scholarship.

Keywords: conflict of laws, comparative corporate law, Delaware, Cayman Islands, BVI, special purpose acquisition companies, franchise taxes, appraisal rights