Toward a Signaling Explanation of the Private Choice of Corporate Law

Corporate actors can choose their corporate domicile and haveconsiderable freedom to choose terms in corporate charters.Although contractarian corporate law literature almost alwaysanalyzes the private choice of corporate law through the lensof agency costs, this article considers the choice for its informationalcontent. A particular law may be chosen by an entrepreneur notbecause it reduces agency costs, but because it signals qualityto outside investors. The article considers the choice of aDelaware domicile. Higher expected litigation costs for relativelylow quality firms that accompany a Delaware domicile could implythat choosing Delaware signals a relatively high quality firm.Alternatively, the size and structure of the franchise tax inDelaware could give rise to a signal of quality from locatingthere. The article considers the ambiguous welfare implicationsof the signaling analysis and the debate over mandatory versusenabling rules in corporate law. It also suggests how the signalinganalysis might apply to the debate over the private choice ofa securities regulation domicile.     

Engines need transmission belts: the importance of people in technology transfer offices

The Journal of Technology Transfer - Over the last 20 years, universities and Public Research Organizations have increased their efforts to transfer their research results towards...