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The author examines the structure of the corporate charter market, the impact of takeover regulation and federal securities law, and the spreading of criminalization of corporate duties.
The genius of American corporate law lies in its federal organization. State competition for revenues from corporate charters has produced a system that, for the most part, benefits investors.
Because the small state of Delaware leads the others by far as an incorporation state, concern has arisen that managers choose it because it benefits from them at the expense of others. To resolve this issue, the author examines the structure of the corporate charter market, the impact of takeover regulation and federal securities law, and the spreading of criminalization of corporate duties. She also compares the U.S. system with the federal systems of Canada and the European Community.
After reviewing the classic debate over the benefits of state competition for incorporation versus a national corporate code, this study concludes that, though state laws are imperfect, national regulation is unlikely to result in a better public policy instrument.

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Roberta Romano

Roberta Romano is the Oscar M. Ruebhausen Professor of Law and Director of the Yale Law School Center for the Study of Corporate Law. Her research has focused on state competition for corporate charters, the political economy of takeover regulation, shareholder litigation, institutional investor activism in corporate governance, and the regulation of financial instruments and securities markets.

She is a fellow of the American Academy of Arts and Sciences, a research associate of the National Bureau for Economic Research, and a past President of the American Law and Economics Association. She is the author of The Advantage of Competitive Federalism for Securities Regulation and The Genius of American Corporate Law and editor of Foundations of Corporate Law. Professor Romano has a B.A. from The University of Rochester, an M.A. from The University of Chicago, and a J.D. from Yale.