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The Federal Option: Delaware as a De Facto Agency
Despite over 200 years of deliberation and debate, the United States has not adopted a federal corporate chartering law. Instead, Delaware is the "Federal Option" for corporate law and adjudication. The contemporary federal corporate chartering debate is, in part, a referendum on its role. Although the federal government has regulated other aspects of interstate commerce and has the power to charter corporations and preempt Delaware pursuant to its Commerce Clause power, it has not done so. Despite the rich and robust scholarly discussion of Delaware's jurisdictional dominance, its role as a de facto national regulator remains underdeveloped. This Article addresses a vexing question: Can Delaware, a haven for incorporation and adjudication, serve as an effective national regulator? Following an analysis of federal chartering alternatives, such as the Nader Plan, the Warren Plan, the Sanders Plan, and other modes of regulation, the answer is yes, but with some caveats and qualifications. Delaware's adequate, if imperfect, performance as a surrogate national regulator of corporate internal affairs argues against the upheaval of the existing corporate law framework federal chartering would bring. Even in the contemporary moment where longstanding concerns about corporate power, purpose, accountability, and the uneasy relationship between corporations and society are amplified, Delaware can continue to perform an important agency-like role in collaboration with federal regulators and regulated firms. A deeper examination comparing the merits of federal corporate chartering with Delaware's de facto agency function illuminates the potential of existing and future reforms. This Article concludes that federal chartering proposals have an important impact despite not being adopted for centuries. First, federal chartering proposals encourage policymakers to look beyond the status quo toward greater hybridization in regulatory design. Second, elements of previous federal chartering proposals have historically become ...
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Political Risk Management
In: William & Mary Law Review, Band 64, Heft 2022/2023
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A Holistic Model for Student Success in STEM
In: A Holistic Model for Student Success in STEM (with J. Adams, D. Bright, J. Jackson), in SOCIAL JUSTICE AND EDUCATION IN THE 21ST CENTURY: RESEARCH FROM SOUTH AFRICA AND THE UNITED STATES (Willie Pearson & Vijay Reddy eds.) (Springer 2021)
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Urban Removal: Reshaping Urban Landscapes through a Responsive Communitarian Lens
In: Cornell Journal of Law and Public Policy, Forthcoming
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Chancery's Greatest Decision: Historical Insights on Civil Rights and the Future of Shareholder Activism
In: Washington and Lee Law Review, Forthcoming
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Muted Deterrence: The Enhanced Attribution of Tort Liability to U.S. Higher Education Institutions for Student Safety
In: Torts Law Journal (Australia), Band 22, S. 75
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Class Dismissed: Rethinking Socio-Economic Status and Higher Education Attainment
In: Arizona State Law Journal, Forthcoming
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For-Profits and the Market Paradox
In: Wake Forest Law Review, Band 48, Heft 2
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