Judgment was given earlier this month in Corre Opportunities Fund, LP v. Emmis Communications Corp. (No. 14-1647, 7th Cir. 2015). The case was before circuit judges Flaum, Easterbrook and Kanne. A copy of the judgment is available here (pdf). A summary is available here. Judge Easterbrook delivered the panel's opinion and in doing so reflected on the role of competition in corporate law as a means of protecting investors (pp. 9-10):Confident assertions along the lines of 'state X’s rule Y is bad for investors, so Y should be stamped out' have run through corporate law and commentary since Governor Woodrow Wilson persuaded New Jersey’s legislature to replace investors’ contractual arrangements with mandatory prescriptions, and businesses responded not by using New Jersey’s rules but by reincorporating in the more permissive Delaware. Doubtless many corporate rules are bad for investors, but the way to find them is by competition and price adjustments, not judicial attempts to suppress federalism. The process of competition has yielded substantial benefits. See Roberta Romano, The Genius of American Corporate Law (1993). Indiana’s willingness to allow corporations to vote their own shares may be good, or it may be bad, but the ability to negotiate for better terms, or invest elsewhere, rather than judicially imposed 'best practices,' is how corporate law protects investors"
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