# kaal:claim:617681-028

**Claim.** To the extent judges are biased toward expansively interpreting the reach of their own Member State's corporate law, corporations may unexpectedly be bound by rules of the state of incorporation on subject matter they believed lay outside corporate law.

**Type.** failure  **Support.** argued

**Holds when.**

- adjudication by courts of the Member State of incorporation

**Source quote.**

> To the extent judges are biased in favour of expansively interpreting the reach of their own Member State's corporate law, corporations might unexpectedly be bound by the Member State of incorporation's rules governing subject matter such as takeover defenses,

**From.** Christian Kirchner, Richard W. Painter, Wulf A. Kaal, *Regulatory Competition in EU Corporate Law after Inspire Art Unbundling Delaware's Product for Euro* (2004), D.II.2 Incomplete Information About How Judges will Resolve Conflict of Laws Problems, page 32

**Cite as.** Christian Kirchner, Richard W. Painter, Wulf A. Kaal, Regulatory Competition in EU Corporate Law after Inspire Art Unbundling Delaware's Product for Euro (2004). SSRN: https://ssrn.com/abstract=617681

**Verify.** sha256 of source PDF `e142130507ea2f5b025fd97b3f762d44ee3a7aaa82b155aab63434b85e8fd834` at https://raw.githubusercontent.com/wulfkaal/Academic-Papers/main/papers/pdf/Kirchner%20et%20al.%20-%202004%20-%20Regulatory%20Competition%20in%20EU%20Corporate%20Law%20after%20Inspire%20Art%20Unbundling%20Delaware%27s%20Product%20for%20Euro.pdf

**Failure mode.** home-law-overreach  (family: jurisdictional-conflict)

**Topics.** institutional-design

**Keywords.** judicial-overreach, conflict-of-laws, takeover-defenses, unbundling

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