Friday, April 11, 2003

Firm's Decisions where to Incorporate by Lucian Arye Bebchuck, Harvard Law School and National Bureau of Economic Research; Alma Cohen, National Bureau of Economic Research Abstract: This paper empirically investigates the decisions of publicly traded firms where to incorporate. We study the features of states that make them attractive to incorporating firms and the characteristics of firms that determine whether they incorporate in or out of their state of location. We find that states that offer stronger antitakeover protections are substantially more successful both in retaining in-state firms and in attracting out-of-state incorporations. We estimate that, compared with adopting no antitakeover statutes, adopting all standard antitakeover statutes enabled the states that adopted them to more than double the percentage of local firms that incorporated in-state (from 23% to 49%). Indeed, the incorporation market has not even penalized the three states that passed two extreme antitakeover statutes that have been widely viewed as detrimental to shareholders. We also find that there is commonly a big difference between a state's ability to attract incorporations from firms located in and out of the state, and we investigate several possible explanations for this home-state advantage. Finally, we find that Delaware's dominance is greater than has been recognized and can be expected to increase further in the future. Our findings have significant implications for corporate governance, regulatory competition, and takeover law. 9:53:55 PM

From The Trademark Blog:  Martin's take on the sony SHOCK AND AWE trademark filing: Several readers pointed me to this article indicating that Sony has 'registered' the term SHOCK AND AWE in the U.S. for video games.  I did not see Sony's name among the 15 applications for SHOCK AND AWE or SHOCK & AWE that the U.S. trademark database here shows as having been filed since March 20.  It's not possible to say whether any of the listed applicants were working as agents for others.  One applicant, Trademarks, Etc., is in the business of filing trademark applications for others.  One applicant appears to have crammed goods and services from approximately 20 classes into his single class filing, and will likely receive an office action requesting an additional $7000 in filing fees. As for a SHOCK AND AWE video game, well, to quote Donald Rumsfeld, this is not a game.  I think these filings are in poor taste and disrespectful to the families of those who lost lives in this conflict. 9:42:14 PM

>From Ernie, links to Philip Greenspun's Weblog and Philip and Alex's Guide to Web Publishing. 10:29:51 AM

Levy's letter made it on Declan McCullagh's Politech. 10:29:51 AM

For those practicing corporate law in Iowa, the law firm of Faegre & Benson LLP provides a good outline of actions to consider under Iowa's amendments to its Business Corporation Act. 10:29:50 AM

This does not speak well of the legal profession: Attorneys nationwide reportedly plan to deploy decoy patients at health care organizations to see if doctors, dentists, hospitals and insurance companies have the policies, procedures and protections that ensure patients' privacy, as required by the federal Health Insurance Portability and Accountability Act (HIPAA). Those that don't comply risk hefty fines, possible criminal prosecution and costly civil lawsuits. Companies have had two years to educate staff, designate a privacy officer and adopt basic security measures. But there's a good chance some providers will miss the deadline. 10:29:48 AM