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Does the Evidence Favor State Competition in Corporate Law?

Author

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  • Lucian Bebchuk
  • Alma Cohen
  • Allen Ferrell

Abstract

In the ongoing debate on state competition over corporate charters, supporters of state competition have long claimed that the empirical evidence clearly supports their view. This paper suggests that the body of empirical evidence on which supporters of state competition have relied does not warrant this claim. The paper first demonstrates that reported findings of a positive correlation between incorporation in Delaware and increased shareholder wealth are not robust and, furthermore, do not establish causation. The paper then shows that, even if Delaware incorporation were found to cause an increase in shareholder value, this finding would not imply that state competition is working well; benefits to incorporating in the dominant state would likely exist in a race-toward-the bottom' equilibrium in which state competition provided undesirable incentives. Third, the analysis shows that empirical claims that state competition rewards moderation in the provision of antitakeover protections are not well grounded. Finally, we endorse a new approach to the empirical study of the subject that is based on analyzing the determinants of companies' choices of state of incorporation. Recent work based on this approach indicates that, contrary to the beliefs of state competition supporters, states that amass antitakeover statutes are more successful in the incorporation market.

Suggested Citation

  • 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.
  • Handle: RePEc:nbr:nberwo:9380
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    Cited by:

    1. Jens Dammann & Matthias Schündeln, 2012. "Where Are Limited Liability Companies Formed? An Empirical Analysis," Journal of Law and Economics, University of Chicago Press, vol. 55(4), pages 741-791.
    2. Fernando Gómez Pomar & Isabel Sáez Lacave, 2006. "Competition, Inefficiencies, and Dominance in Corporate Law. Comment," Journal of Institutional and Theoretical Economics (JITE), Mohr Siebeck, Tübingen, vol. 162(1), pages 161-167, March.
    3. Drahozal, Christopher R., 2004. "Regulatory competition and the location of international arbitration proceedings," International Review of Law and Economics, Elsevier, vol. 24(3), pages 371-384, September.
    4. Goergen, Marc & Renneboog, Luc, 2008. "Contractual corporate governance," Journal of Corporate Finance, Elsevier, vol. 14(3), pages 166-182, June.
    5. Sattar A. Mansi & William F. Maxwell & John K. Wald, 2009. "Creditor Protection Laws and the Cost of Debt," Journal of Law and Economics, University of Chicago Press, vol. 52(4), pages 701-717, November.
    6. Daniel P. Kessler & Daniel L. Rubinfeld, 2004. "Empirical Study of the Civil Justice System," NBER Working Papers 10825, National Bureau of Economic Research, Inc.
    7. Fidrmuc, Jana P. & Roosenboom, Peter & Paap, Richard & Teunissen, Tim, 2012. "One size does not fit all: Selling firms to private equity versus strategic acquirers," Journal of Corporate Finance, Elsevier, vol. 18(4), pages 828-848.
    8. McCahery, J.A. & Vermeulen, E.P.M., 2004. "The changing landscape of EU company law," Discussion Paper 2004-023, Tilburg University, Tilburg Law and Economic Center.
    9. 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.
    10. Bebchuk, Lucian Arye & Cohen, Alma, 2003. "Firms' Decisions Where to Incorporate," Journal of Law and Economics, University of Chicago Press, vol. 46(2), pages 383-425, October.
    11. Dain C. Donelson & Christopher G. Yust, 2014. "Litigation Risk and Agency Costs: Evidence from Nevada Corporate Law," Journal of Law and Economics, University of Chicago Press, vol. 57(3), pages 747-780.
    12. Yaniv Grinstein & Stefano Rossi, 2016. "Good Monitoring, Bad Monitoring," Review of Finance, European Finance Association, vol. 20(5), pages 1719-1768.
    13. Luigi Zingales, 2009. "The Future of Securities Regulation," Journal of Accounting Research, Wiley Blackwell, vol. 47(2), pages 391-425, May.
    14. Amit Sachdeva, 2010. "Regulatory competition in European company law," European Journal of Law and Economics, Springer, vol. 30(2), pages 137-170, October.
    15. Mc Cahery, J.A. & Vermeulen, E.P.M., 2003. "The evolution of closely held business forms in Europe," Discussion Paper 12, Tilburg University, Tilburg Law and Economic Center.
    16. Khanna, Tarun & Kogan, Joe & Palepu, Krishna, 2002. "Globalization and Similarities in Corporate Governance: A Cross-Country Analysis," CEI Working Paper Series 2002-6, Center for Economic Institutions, Institute of Economic Research, Hitotsubashi University.
    17. Erik Berglöf & Mike Burkart, 2003. "European takeover regulation," Economic Policy, CEPR;CES;MSH, vol. 18(36), pages 171-213, April.
    18. Dyreng, Scott D. & Lindsey, Bradley P. & Thornock, Jacob R., 2013. "Exploring the role Delaware plays as a domestic tax haven," Journal of Financial Economics, Elsevier, vol. 108(3), pages 751-772.
    19. McCahery, J.A. & Vermeulen, E.P.M., 2005. "Does the European company prevent the 'Delaware-effect'?," Discussion Paper 2005-010, Tilburg University, Tilburg Law and Economic Center.
    20. Bebchuk, Lucian Arye & Cohen, Alma, 2002. "Firms' Decisions on Where to Incorporate," CEPR Discussion Papers 3514, C.E.P.R. Discussion Papers.
    21. Andrea Zorzi, 2016. "A European Nevada? Bad Enforcement As an Edge in State Competition for Incorporations," Working Papers 2016:12, Department of Economics, University of Venice "Ca' Foscari".

    More about this item

    JEL classification:

    • G30 - Financial Economics - - Corporate Finance and Governance - - - General
    • G38 - Financial Economics - - Corporate Finance and Governance - - - Government Policy and Regulation

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