# Corporate law `kaal:entity:corporate-law` **Status.** derived This node is assembled mechanically from the 9 claims that carry the concept tag `corporate-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 9 claims across 4 works, 2004 to 2013. **2004** - [617681-001](https://wulfkaal.github.io/claims/617681-001) [design/argued] -- Bundling substantive corporate law together with adjudication, the arrangement that succeeded in Delaware, is likely to cause difficulties in Europe; Member States are most likely to succeed in post Centros and Inspire Art regulatory competition if they unbundle the corporate law product. > This bundling of statutory law and adjudication might, however, cause difficulties in Europe. We suggest that Member States are most likely to succeed in the regulatory competition following Centros and Inspire Art if they unbundle the corporate law product 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 - [617681-003](https://wulfkaal.github.io/claims/617681-003) [failure/argued] *(failure mode)* -- The Societas Europaea has drawn a less than enthusiastic initial reaction, plausibly because its rules are the product of years of negotiation and political compromise rather than a response to market forces. > It has yet to be seen whether managers and investors view the SE as a viable alternative, but initial reaction has been less than enthusiastic, perhaps because the rules governing an SE are the product of years of negotiation and political compromise rather than a response to market forces. 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 - [617681-005](https://wulfkaal.github.io/claims/617681-005) [design/argued] -- The authors propose that private ordering can design an adjudication system for European corporate law better than public ordering by Member States that are marketing their corporate laws to managers and investors abroad. > We rather propose that private ordering can better design an adjudication system than can public ordering by Member States marketing their corporate laws to managers and investors outside their borders. 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 - [617681-026](https://wulfkaal.github.io/claims/617681-026) [condition/argued] -- The success of Europe's experiment with Type B regulatory competition will turn largely on whether there is a clear understanding of what is corporate law and what is not. > The answer to such questions, and perhaps the success of Europe's experiment with Type B regulatory competition, will turn largely on whether there is a clear understanding of what is corporate law and what is not. 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 **2010** - [1558614-005](https://wulfkaal.github.io/claims/1558614-005) [condition/argued] *(failure mode)* -- Law generally declines to adopt a general principle barring managers from incurring risk above a defined standard because such a standard is hard to define; corporate law instead insulates managers' risk decisions through the business judgment rule. > The law does not do so in most instances because defining such a stan- dard is difficult. Corporate law instead protects the risk decisions of bank managers from challenge through a concept known as the "business judgment rule." Painter and Kaal, Initial Reflections on an Evolving Standard Constraints on Risk Taking by Directors and Officers in (2010). SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=1558614 - [1558614-007](https://wulfkaal.github.io/claims/1558614-007) [failure/argued] *(failure mode)* -- The business judgment rule can be read not as a balanced middle ground but as excessively deferential to management, signaling that corporate law is ceding risk regulation to targeted rules aimed at particular risks in particular institutions. > Alternatively, one could view the business judgment rule as be- ing too deferential to management, and an indication that corporate law is abandoning the field of risk regulation to more specific rules aimed at specific types of risk in specific types of institutions Painter and Kaal, Initial Reflections on an Evolving Standard Constraints on Risk Taking by Directors and Officers in (2010). SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=1558614 - [1558614-017](https://wulfkaal.github.io/claims/1558614-017) [failure/argued] *(failure mode)* -- For different structural reasons in each country, corporate law in both Germany and the United States has little to say about the problem of excessive risk. > Thus, perhaps for differ- ent reasons, corporate law in both countries may have little to say about the problem of excessive risk. Painter and Kaal, Initial Reflections on an Evolving Standard Constraints on Risk Taking by Directors and Officers in (2010). SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=1558614 **2013** - [2317580-001](https://wulfkaal.github.io/claims/2317580-001) [failure/argued] *(failure mode)* -- The traditional fiduciary duty doctrine is one of the most amorphous concepts in the law, and its indeterminacy produces confusion, inconsistency, and cases with problematic outcomes. > Traditional fiduciary duty doctrine is among the most amorphous concepts in the law and leads to confusion, inconsistency, and to cases with somewhat problematic outcomes. Wulf A. Kaal, Elizabeth R. Malay, The Role of Corporate Integrity Agreements in the Expansion of Fiduciary Duties (2013). SSRN: https://ssrn.com/abstract=2317580 - [kaal-2013-acomparativeperspectiveo-016](https://wulfkaal.github.io/claims/kaal-2013-acomparativeperspectiveo-016) [mechanism/argued] -- Comparative corporate law research is challenging and may include inaccuracies because countries differ in legal history, legal origins, and legal cultures. > Comparative corporate law research is challenging and may include inaccuracies as a result of countries' different legal history, legal origins, and legal cultures. Kaal, A Comparative Perspective on the Limitations of the Duty of Oversight – A Comment on Lisa Fairfax (2013) ## 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/corporate-law.md | sha256sum **Canonical form.** This markdown file is the canonical hashed representation of this entity node. Its sha256 is the content hash.