In this Essay, Professor Romano considers the efficacy of competition among states for tax revenues generated by corporate charters. To this end, she focuses on how state takeover regulation-regulation which tends to benefit management rather than shareholders--affects this competition. She argues that federalism provides a safety net which protects investor interests and reduces the likelihood of self-serving management decisions. Professor Romano concludes that the current state-based system of incorporation is preferable to a national regime.
Competition For Corporate Charters and the Lesson of Takeover Statutes,
61 Fordham L. Rev. 843
Available at: http://ir.lawnet.fordham.edu/flr/vol61/iss4/4