My article on Delaware's corporate opportunity doctrine makes SSRN top 10 list

An email from SSRN reports:

Your paper, "INTEREST GROUP ANALYSIS OF DELAWARE LAW: THE CORPORATE OPPORTUNITY DOCTRINE AS CASE STUDY", was recently listed on SSRN's Top Ten download list for: FEN: Legal Systems & Agency Conflicts (Topic) and Fiduciary Law eJournal.

As of 14 January 2017, your paper has been downloaded 25 times. You may view the abstract and download statistics at: https://ssrn.com/abstract=2894577.

Top Ten Lists are updated on a daily basis. Click the following link(s) to view the Top Ten list for:

FEN: Legal Systems & Agency Conflicts (Topic) Top Ten and  Fiduciary Law eJournal Top Ten.

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Here's the citation and abstract for the paper:

Bainbridge, Stephen M., Interest Group Analysis of Delaware Law: The Corporate Opportunity Doctrine as Case Study (January 5, 2017). UCLA School of Law, Law-Econ Research Paper No. 17-01. Available at SSRN: https://ssrn.com/abstract=2894577

Abstract:      

Although the prohibition on taking of organizational opportunities is well established, the standards applied to this problem in corporate law disputes are vague and imprecise. Corporate directors and officers lack clear guidance as to when a business venture may be taken for themselves or must first be offered to the corporation. This article reviews the relevant Delaware case law, focusing on the ambiguities inherent therein. It then offers a proposed alternative regime, providing greater certainty and predictability.

The article then turns the question of why Delaware courts have resisted adopting a more determinate standard, such as the one offered here. It argues that — at least in this context — Delaware judges are concerned neither with maximizing the number of Delaware incorporations or promoting the interests of the Delaware bar. Instead, mandatory indeterminacy with respect to corporate opportunities is driven by the Delaware courts’ self-interest in maximizing their reputation.

 

Number of Pages in PDF File: 25

Keywords: Corporate Opportunity Doctrine, Fiduciary Duties, Directors, Officers, Interest Groups, Indeterminacy, Judicial Incentives

JEL Classification: K22