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1 [i] (1993)

handle is hein.amenin/aeiacnp0001 and id is 1 raw text is: The Genius of American Corporate Law Roberta Romano THE GENIUS OF AMERICAN CORPORATE LAW is a superb work that builds on and furthers our understanding of the relationship of law and markets to corporate perfor- mance. It is a major event in an intellectual revolution in which Roberta Romano's place is both important and secure. From the Foreword by Judge Ralph K. Winter, U.S. Court of Appeals for the Second Circuit The genius of American corporate law, according to the author, lies in its federal organization. State competition for revenues from corporate charters has produced a system that, for the most part, benefits investors. Because the small state of Delaware leads the others by far as an incorporation state, concern has arisen that managers choose it because it benefits them at the expense of others. To resolve this issue, the author examines the structure of the corporate charter market, the impact of takeover regulation and federal securi- ties laws, and the spreading criminalization of corporate duties. She also compares the U.S. system with the federal systems of Canada and the European Community. After reviewing the classic debate over the benefits of state competition for incorporation versus a national corporate code, this study concludes that, though state laws are imperfect, national regulation is unlikely to result in a better public policy instrument. A careful and incisive look at the structure of American corporate law that can only be characterized as brilliant. Romano masterfully combines thoughtful economic analysis with a wealth of interesting empirical insights to produce an astonishing number of important policy insights.... A 'must read' by anyone studying corporate law, securities regulation, comparative company law or federalism. Jonathan R. Macey, J. DuPratt White Professor of Law, Cornell Law School Roberta Romano is Allen Duffy/Class of 1960 Professor of Law at Yale Law School. US $9.75 The AEl Press Publisher for the American Enterprise Institute 1150 17th St., N.W., Washington, D.C. 20036 rm z C C AEI STUDIES IN REGULATION AND FEDERALISM THE GENIUS OF AMERICAN CORPORATE LAW 0 I,, -~1 0 z 0 ISBN-13 978-0-8447-383b-9 ISBN-10: 0-8447-3836-0 150975 9 780844 738369 OI TEXAS NEW ROBERTA ROMANO

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