Paper Abstract
737. Mark J. Roe, A Spatial Representation of Delaware-Washington Interaction in Corporate Lawmaking, 10/2012.
Abstract: Delaware and Washington interact in making corporate
law. In prior work I showed how Delaware corporate law can
be, and often is, confined by federal action. Sometimes
Washington acts and preempts the field, constitutionally or
functionally. Sometimes Delaware tilts toward or follows
Washington opinion, even if that opinion does not square
perfectly with its own consensus view of the best way to
proceed. And sometimes Delaware affects Washington
activity, effectively coopting a busy Washington from acting
in ways that do not accord with Delaware's major
constituents' view of best practice. Delaware influences
Washington decision-making when Delaware is positioned
between its own ultimate preferences (determined in part by
its primary constituencies' consensus position) and
Washington's prevailing preferences. Since Congress has a
long and complex agenda, if key players in Washington
become satisfied that the Delaware legal outputs are close
enough to their own preferences, Delaware can induce
Washington to desist from going further.
At the Columbia Symposium on Delaware corporate
lawmaking, I presented a straight-forward spatial model
paralleling spatial models that political scientists have used
to illustrate other contexts of government jurisdictional
interaction. In this article, I describe and set forth that model
to illustrate Delaware-Washington interaction in the last
decade's making of proxy access rules.