August 15, 2002

As noted in this space last week, Delaware is rightly called the hellhole of the universe, in part because of its lax incorporations laws. From the perspective of a bankruptcy lawyer, it means that a whole grip of Chapter 11's get filed there, and are heard before judges with a sycophantic bent toward those debtors with the good fortune to be incorporated there. This article proposes a reform that makes too much sense: federalizing corporate law, thereby making all corporations that conduct interstate commerce susceptible to the same standards and practices, and giving shareholders everywhere the same protections. Ideally, of course, the federal standards would be the bare minimum; states could adhere to even higher standards, if they so desire.