# Choice of law `kaal:entity:choice-of-law` **Status.** derived This node is assembled mechanically from the 10 claims that carry the concept tag `choice-of-law`. It is a roster of what the corpus says under this term. It is **not** an adjudicated definition: no single statement here has been ruled canonical, and no first-appearance call has been made. Read the claims and judge for yourself. ## Every claim under this term 10 claims across 3 works, 2012 to 2025. **2012** - [2029983-001](https://wulfkaal.github.io/claims/2029983-001) [condition/argued] -- After Morrison, parties to securities transactions can be confident that U.S. law will not apply in private suits so long as their transactions are definitively located outside the United States, a certainty that did not exist under the prior conduct and effects tests. > after Morrison transacting parties can be confident that U.S. law will not apply in private suits provided their transac- tions are definitively outside the United States. Wulf A. Kaal, Richard W. Painter, Forum Competition and Choice of Law Competition in Securities Law after Morrison v. National Austral (2012). SSRN: https://ssrn.com/abstract=2029983 - [2029983-014](https://wulfkaal.github.io/claims/2029983-014) [mechanism/argued] -- Government enforcement acts as a backstop that makes the case for choice of law freedom stronger: allowing parties to choose their legal regime is more defensible when bad choices, such as moving transactions to regimes with little regulation, do not thwart government enforcement. > The ar- gument for allowing choice of law freedom for transacting par- ties is more persuasive when bad choices by contracting par- ties—such as moving securities transactions offshore to regimes with little or no regulation—do not thwart enforcement action by government authorities. Wulf A. Kaal, Richard W. Painter, Forum Competition and Choice of Law Competition in Securities Law after Morrison v. National Austral (2012). SSRN: https://ssrn.com/abstract=2029983 - [2029983-033](https://wulfkaal.github.io/claims/2029983-033) [design/argued] -- The authors propose a rule under which, unless a transaction is unambiguously inside the United States, the transaction is not inside the United States if the parties have expressly stated that intent; this can be harmonized with both Morrison and the existing statutory framework. > rule would stipulate that unless a transaction is unambiguous- ly inside the United States, the transaction does not take place inside the United States if the parties have expressly stated their intent that it does not take place inside the United States. Wulf A. Kaal, Richard W. Painter, Forum Competition and Choice of Law Competition in Securities Law after Morrison v. National Austral (2012). SSRN: https://ssrn.com/abstract=2029983 - [2029983-034](https://wulfkaal.github.io/claims/2029983-034) [mechanism/argued] -- The race to the bottom objection to a contract based approach is weaker than assumed because a race to the bottom requires the consent of both buyers and sellers, and the objection assumes that buyers will simply accept whatever securities law sellers choose. > Such a race to the bottom, however, requires at least the consent of both parties (buyers as well as sellers); the race to the bottom argument assumes that buyers will simply accept whatever securities laws sellers choose. Wulf A. Kaal, Richard W. Painter, Forum Competition and Choice of Law Competition in Securities Law after Morrison v. National Austral (2012). SSRN: https://ssrn.com/abstract=2029983 - [2029983-035](https://wulfkaal.github.io/claims/2029983-035) [design/argued] -- The SEC, rather than the courts or Congress, is the institution positioned to implement a choice of law regime for securities transactions, through rulemaking. > This is where the SEC could step in to implement a choice of law regime through rulemaking. Wulf A. Kaal, Richard W. Painter, Forum Competition and Choice of Law Competition in Securities Law after Morrison v. National Austral (2012). SSRN: https://ssrn.com/abstract=2029983 - [2029983-036](https://wulfkaal.github.io/claims/2029983-036) [failure/argued] *(failure mode)* -- U.S. courts have only a limited capacity to integrate parties' choice of law into a post-Morrison regime for defining transaction location, and adding variables raises the risk of inconsistent case law across districts and circuits. > The complexities in the above discussion suggest, however, that U.S. courts have a limited capacity to integrate choice of law into a post-Morrison regime defining transaction location. Wulf A. Kaal, Richard W. Painter, Forum Competition and Choice of Law Competition in Securities Law after Morrison v. National Austral (2012). SSRN: https://ssrn.com/abstract=2029983 - [2029983-037](https://wulfkaal.github.io/claims/2029983-037) [failure/argued] *(failure mode)* -- A contract selecting non-U.S. securities law can fail entirely: if the chosen jurisdiction's courts decline jurisdiction because the transaction did not clear there or the parties lack a local presence, the contract may as a practical matter mean that no law applies. > If so, the contract to apply non- U.S. law might as a practical matter mean that no law applies. Wulf A. Kaal, Richard W. Painter, Forum Competition and Choice of Law Competition in Securities Law after Morrison v. National Austral (2012). SSRN: https://ssrn.com/abstract=2029983 - [2029983-038](https://wulfkaal.github.io/claims/2029983-038) [normative/argued] -- Choice of law should replace the geographically based transactional test in those circumstances where geography is ambiguous. > In sum, choice of law should replace the geographically- based transactional test in those circumstances where geogra- phy is ambiguous. Wulf A. Kaal, Richard W. Painter, Forum Competition and Choice of Law Competition in Securities Law after Morrison v. National Austral (2012). SSRN: https://ssrn.com/abstract=2029983 **2025** - [5554218-035](https://wulfkaal.github.io/claims/5554218-035) [design/argued] -- Embedding choice-of-law protocols directly within smart contracts gives clarity on the governing law and reduces the risk of conflicting interpretations across jurisdictions. > By embedding choice-of-law protocols within smart contracts, UDLC provides clarity on the governing law, reducing the risk of conflicting interpretations. Furrer Andreas, Wulf A. Kaal, Universal Digital Law Codex (UDLC) Building the Legal Infrastructure for the Digital Era (2025). SSRN: https://ssrn.com/abstract=5554218 - [5886342-007](https://wulfkaal.github.io/claims/5886342-007) [definitional/asserted] -- The Codex is deliberately drafted as a rule of law in the sense of Article 3 of the Hague Principles on Choice of Law in International Commercial Contracts (2015), which is the technical device that lets parties choose a non state body of rules as the law governing their contract. > (1) This Codex is drafted as a Rule of Law in the sense of Art. 3 Hague Principles on Choice of Law in International Commercial Contracts (2015). Furrer Andreas, Wulf A. Kaal, Stephan D. Meyer, Universal Digital Law Codex (UDLC) (2025). SSRN: https://ssrn.com/abstract=5886342 ## Verify Every claim above resolves to a record carrying a verbatim source quote, the sha256 of the source PDF, and a preformatted citation. Nothing here asks to be taken on trust. curl -s https://wulfkaal.github.io/entities/choice-of-law.md | sha256sum **Canonical form.** This markdown file is the canonical hashed representation of this entity node. Its sha256 is the content hash.