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 "@type": "DefinedTerm",
 "@id": "https://wulfkaal.github.io/entities/incorporation-theory",
 "identifier": "kaal:entity:incorporation-theory",
 "name": "Incorporation theory",
 "termCode": "incorporation-theory",
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 "author": {
  "@type": "Person",
  "name": "Wulf A. Kaal",
  "identifier": "https://orcid.org/0000-0003-0757-275X"
 },
 "dateModified": "2026-07-29",
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   "value": 3
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    "2004",
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 "subjectOf": [
  {
   "@type": "Claim",
   "@id": "https://wulfkaal.github.io/claims/617681-002",
   "identifier": "kaal:claim:617681-002",
   "text": "Under the seat theory, competition with respect to corporate law alone is impractical, because a corporation cannot choose a state's corporate law without also locating its principal place of business there and thereby submitting to that jurisdiction's other laws.",
   "abstract": "this context is impractical, because a corporation cannot choose the corporate law of a state without locating its principal place of business there and thus becoming subject to that jurisdiction's other laws.",
   "citation": "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",
   "datePublished": "2004",
   "claim_type": "mechanism",
   "confidence": "argued",
   "is_failure_mode": false,
   "scope_conditions": [
    "jurisdictions applying the seat theory"
   ],
   "source_pdf_sha256": "e142130507ea2f5b025fd97b3f762d44ee3a7aaa82b155aab63434b85e8fd834",
   "status": "current"
  },
  {
   "@type": "Claim",
   "@id": "https://wulfkaal.github.io/claims/617681-025",
   "identifier": "kaal:claim:617681-025",
   "text": "Conflict of laws problems become more complex and pose a much greater threat to the entire system of regulatory competition once a jurisdiction markets its corporate law as a separate product under Type B competition.",
   "abstract": "Conflict of laws problems, however, become more complex, and are a much greater threat to the entire system of regulatory competition, once a jurisdiction markets its corporate law as a separate product in Type B regulatory competition.",
   "citation": "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",
   "datePublished": "2004",
   "claim_type": "failure",
   "confidence": "argued",
   "is_failure_mode": true,
   "scope_conditions": [
    "Type B regulatory competition under the incorporation theory"
   ],
   "source_pdf_sha256": "e142130507ea2f5b025fd97b3f762d44ee3a7aaa82b155aab63434b85e8fd834",
   "status": "current"
  },
  {
   "@type": "Claim",
   "@id": "https://wulfkaal.github.io/claims/617681-039",
   "identifier": "kaal:claim:617681-039",
   "text": "Europe has no equivalent of Delaware with which arbitration would have to compete, since incorporation theory is only beginning to take hold and no Member State has established a commanding lead in marketing its corporate law abroad.",
   "abstract": "Europe, however, has no equivalent of Delaware with which arbitration would have to compete. Incorporation theory is just beginning to take hold on the Continent and no Member State has yet established a commanding lead in marketing its corporate law outside its borders.",
   "citation": "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",
   "datePublished": "2004",
   "claim_type": "condition",
   "confidence": "argued",
   "is_failure_mode": false,
   "scope_conditions": [
    "Europe shortly after Centros and Inspire Art"
   ],
   "source_pdf_sha256": "e142130507ea2f5b025fd97b3f762d44ee3a7aaa82b155aab63434b85e8fd834",
   "status": "current"
  }
 ],
 "description": "3 claims in the published works of Wulf A. Kaal carry the concept tag 'incorporation-theory'. Derived node: a roster, not an adjudicated definition."
}