Federalism and Takeover Law: The Race to Protect Managers from Takeovers

Abstract

Abstract Twenty-five years ago, William Cary (1974) published his most lasting contribution to corporate law: his Yale Law Journal article entitled ‘Federalism and Corporate Law: Reflections upon Delaware’ —one of the most well-known and widely cited articles in corporate law (Shapiro 1991: 1462). In the article, he argued that Delaware’s reliance on revenues generated from corporate charters had led it to favour corporate managers in crafting its corporate code. Cary believed that managers, often at the expense of shareholders, enjoyed unjustifiably lax constraints with regard to issues ranging from fiduciary obligations to a parent’s treatment of a corporate subsidiary. To stop this harmful ‘race to the bottom’, Cary proposed that Congress adopt ‘federal standards of corporate responsibility’ (1974: 701).

Cite this work

No public copy is stored for this record, so only the metadata is cited.

Stored only when both papers are in the corpus — 21 citations exist upstream.