This article develops an empirical model of firms' choice of corporate laws under inertia. Delaware dominates the incorporation market, though recently Nevada, a state whose laws are highly protective of managers, has acquired a sizable market share. Using a database of firm incorporation decisions from 1995 to 2013, we show that most firms dislike protectionist laws, such as anti-takeover statutes and liability protections for officers, and that Nevada's rise is due to the preferences of small firms. Consistent with the bonding hypothesis, our estimates indicate that despite inertia, Delaware would lose significant market share and revenues if it adopted protectionist laws.
Eldar, Ofer, and Lorenzo Magnolfi.
"Regulatory Competition and the Market for Corporate Law."
American Economic Journal: Microeconomics,
Mergers; Acquisitions; Restructuring; Voting; Proxy Contests; Corporate Governance
Corporate Finance and Governance: Government Policy and Regulation
Business and Securities Law
Firm Performance: Size, Diversification, and Scope
Economics of Regulation