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dc.contributor.authorBebchuk, Lucian Arye
dc.contributor.authorHamdani, Assaf
dc.date.accessioned2013-12-04T14:19:59Z
dc.date.issued2006
dc.identifier.citationLucian A. Bebchuk & Assaf Hamdani, Federal Corporate Law: Lessons From History, 106 Colum. L. Rev. 1793 (2006).en_US
dc.identifier.issn0010-1958en_US
dc.identifier.urihttp://nrs.harvard.edu/urn-3:HUL.InstRepos:11350498
dc.description.abstractThis paper analyzes the history of federal intervention in corporate law and draws from it lessons for the future. We show that federal intervention has generally not alternated between tightening state law restrictions on corporate insiders and relaxing them. Rather, federal law has systematically replaced state law arrangements with ones imposing tighter constraints on insiders. Without federal intervention, state law would have produced a corporate system that provides substantially weaker investor protection than the United States enjoys today. We also show that federal interventions have systematically taken advantage of additional tools (including public enforcement, criminal sanctions, gatekeeper liability, and agency-based regulations) beyond those that state law has chosen or been able to use. Overall, unless one views existing levels of investor protection as substantially excessive, past patterns suggest that state competition on its own is unlikely to produce an adequate level of investor protection. Furthermore, the recurring need for federal officials to rectify state law failures in order to provide investors with adequate protection indicates that federal lawmaking should be proactive rather than reactive. We thus recommend that, going forward, federal policymakers examine in a systematic and comprehensive fashion which corporate law areas should be federalized either because tighter restrictions on insiders are needed or because the additional tools available to federal law would be useful.en_US
dc.language.isoen_USen_US
dc.publisherColumbia Law Review Association, Inc.en_US
dc.relation.hasversionhttp://papers.ssrn.com/sol3/papers.cfm?abstract_id=927008en_US
dash.licenseMETA_ONLY
dc.titleFederal Corporate Law: Lessons From Historyen_US
dc.typeJournal Articleen_US
dc.description.versionVersion of Recorden_US
dc.relation.journalColumbia Law Reviewen_US
dash.depositing.authorBebchuk, Lucian Arye
dash.embargo.until10000-01-01
workflow.legacycommentsPublication does not archive digitally back to 2006.en_US
dash.contributor.affiliatedBebchuk, Lucian


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