COUNSEL 20 Lecture Notes - Lecture 3: Legal Certainty, European Corporate Law, Vantagepoint Capital Partners
Document Summary
Ccl tutorial 2 : gerner-beuerle & schiling, comparative company law, oxford university press 2019, Chapter 2, p. 111-118 (c part i) : free movement of companies. Primary establishment: controlling of undertakings via a principal place of business. Regulatory competition: states are actively competing in order to attract users ( delaware effect ). There is a demand and offer side, which the us succeeded to fulfil through its constitutional law and pil. Article 1 section 8 us constitution: congress regulates company law (used after scandals/crisis). Corp v. dynamic corp of america (1987) majority opinion of justice powell: explains why the states have to determine the rules applicable to the companies. They are the guardians of their interest, facilitating their way of conducting business. Vantagepoint venture partners, delaware sc (2005): the internal affairs doctrine means that only one state should have the authority to regulate a corporation"s internal affairs , which is the state of incorporation.
