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Firms' Decisions Where to Incorporate

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  • Lucian Bebchuk
  • Alma Cohen

Abstract

This paper empirically investigates the decisions of publicly traded firms where to incorporate. We study the features of states that make them attractive to incorporating firms and the characteristics of firms that determine whether they incorporate in or out of their state of location. We find that states that offer stronger antitakeover protections are substantially more successful both in retaining in-state firms and in attracting out-of-state incorporations. We estimate that, compared with adopting no antitakeover statutes, adopting all standard antitakeover statutes enabled the states that adopted them to more than double the percentage of local firms that incorporated in-state (from 23% to 49%). Indeed, the incorporation market has not even penalized the three states that passed two extreme antitakeover statutes that have been widely viewed as detrimental to shareholders. We also find that there is commonly a big difference between a state's ability to attract incorporations from firms located in and out of the state, and we investigate several possible explanations for this home-state advantage. Finally, we find that Delaware's dominance is greater than has been recognized and can be expected to increase further in the future. Our findings have significant implications for corporate governance, regulatory competition, and takeover law.

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Bibliographic Info

Paper provided by National Bureau of Economic Research, Inc in its series NBER Working Papers with number 9107.

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Date of creation: Aug 2002
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Publication status: published as Bebchuk, Lucian and Alma Cohen. “Firms’ Decisions Where to Incorporate." Journal of Law and Economics 46 (2003): 383-425.
Handle: RePEc:nbr:nberwo:9107

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  1. Oren Bar-Gill & Michal Barzuza & Lucian Bebchuk, 2006. "The Market for Corporate Law," Journal of Institutional and Theoretical Economics (JITE), Mohr Siebeck, Tübingen, vol. 162(1), pages 134-160, March.
  2. Bebchuk, Lucian Arye & Cohen, Alma, 2002. "Firms' Decisions on Where to Incorporate," CEPR Discussion Papers 3514, C.E.P.R. Discussion Papers.
  3. La Porta, Rafael & Lopez-de-Silanes, Florencio & Shleifer, Andrei & Vishny, Robert W., 1998. "Law and Finance," Scholarly Articles 3451310, Harvard University Department of Economics.
  4. Marianne Bertrand & Sendhil Mullainathan, 1998. "Is There Discretion in Wage Setting? A Test Using Takeover Legislation," NBER Working Papers 6807, National Bureau of Economic Research, Inc.
  5. Roberta Romano, 1998. "Empowering Investors: A Market Approach to Securities Regulation," Yale School of Management Working Papers ysm74, Yale School of Management.
  6. Lucian Arye Bebchuk & Allen Ferrell, 2000. "Federalism and Takeover Law: The Race to Protect Managers from Takeovers," NBER Working Papers 7232, National Bureau of Economic Research, Inc.
  7. Lucian Bebchuk & Oliver Hart, 2001. "Takeover bids vs. Proxy Fights in Contests for Corporate Control," NBER Working Papers 8633, National Bureau of Economic Research, Inc.
  8. Cumming, Douglas J. & MacIntosh, Jeffrey G., 2002. "The rationales underlying reincorporation and implications for Canadian corporations," International Review of Law and Economics, Elsevier, vol. 22(3), pages 277-330, September.
  9. Heron, Randall A. & Lewellen, Wilbur G., 1998. "An Empirical Analysis of the Reincorporation Decision," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 33(04), pages 549-568, December.
  10. Marianne Bertrand & Sendhil Mullainathan, 1998. "Executive Compensation and Incentives: The Impact of Takeover Legislation," NBER Working Papers 6830, National Bureau of Economic Research, Inc.
  11. Daines, Robert, 2001. "Does Delaware law improve firm value?," Journal of Financial Economics, Elsevier, vol. 62(3), pages 525-558, December.
  12. Romano, Roberta, 1985. "Law as a Product: Some Pieces of the Incorporation Puzzle," Journal of Law, Economics and Organization, Oxford University Press, vol. 1(2), pages 225-83, Fall.
  13. Lucian Bebchuk & Alma Cohen & Allen Ferrell, 2002. "Does the Evidence Favor State Competition in Corporate Law?," NBER Working Papers 9380, National Bureau of Economic Research, Inc.
  14. Szewczyk, Samuel H. & Tsetsekos, George P., 1992. "State intervention in the market for corporate control : The case of Pennsylvania Senate Bill 1310," Journal of Financial Economics, Elsevier, vol. 31(1), pages 3-23.
  15. Cumming, Douglas J. & MacIntosh, Jeffrey G., 2000. "The role of interjurisdictional competition in shaping Canadian corporate law," International Review of Law and Economics, Elsevier, vol. 20(2), pages 141-186, June.
  16. Roberta Romano, 2001. "The Need for Competition in International Securities Regulation," Yale School of Management Working Papers ysm214, Yale School of Management, revised 01 Sep 2001.
  17. Lucian Arye Bebchuk & Allen Ferrell, 2001. "A New Approach to Takeover Law and Regulatory Competition," NBER Working Papers 8148, National Bureau of Economic Research, Inc.
  18. Karpoff, Jonathan M. & Malatesta, Paul H., 1989. "The wealth effects of second-generation state takeover legislation," Journal of Financial Economics, Elsevier, vol. 25(2), pages 291-322, December.
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