Discussion Paper Details

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Title: The Market for Corporate Law

Author(s): Oren Bar-Gill, Michal Barzuza and Lucian Arye Bebchuk

Publication Date: September 2002

Keyword(s): corporate law, Delaware, network externalities, private benefits of control, regulatory competition and shareholders

Programme Area(s): Financial Economics

Abstract: This Paper develops a model of the competition among states in providing corporate law rules. The analysis provides a full characterization of the equilibrium in this market. Competition among states is shown to produce optimal rules with respect to issues that do not have a substantial effect on managers? private benefits but not with respect to issues (such as takeover regulation) that substantially affect these private benefits. We analyse why a dominant state such as Delaware can emerge, the prices that the dominant state will set and the profits it will make. We also analyse the roles played by legal infrastructure, network externalities, and the rules governing incorporations. The results of the model are consistent with, and can explain, existing empirical evidence; they also indicate that the performance of state competition cannot be evaluated on the basis of how incorporation in Delaware in the prevailing market equilibrium affects shareholder wealth.

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Bibliographic Reference

Bar-Gill, O, Barzuza, M and Bebchuk, L. 2002. 'The Market for Corporate Law'. London, Centre for Economic Policy Research.