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Corporate

Oct. 17, 2014

Up close and personal with Delaware

One of the enduring topics of interest in corporate law is why Delaware dominates the market for incorporations.

Darian M. Ibrahim

Professor
William & Mary Law School

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Brian J. Broughman

Professor
Indiana University Maurer School of Law

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One of the enduring topics of interest in corporate law is why Delaware dominates the market for incorporations. The "internal affairs" rule allows corporations to choose which state's law will govern their corporate affairs. Yet, the overwhelming majority of corporations choose to domicile in Delaware, or in lesser numbers, their home states. Delaware is the only state that attracts a significant number of out-of-state incorporations.

The existing literature falls into two camps...

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