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Journal of Law, Economics, and Organization Advance Access published online on June 26, 2009
Journal of Law, Economics, and Organization, doi:10.1093/jleo/ewp015
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© The Author 2009. Published by Oxford University Press on behalf of Yale University. All rights reserved. For Permissions, please email: journals.permissions@oxfordjournals.org

The Incorporation Choices of Privately Held Corporations

Jens Dammann*

The University of Texas School of Law

Matthias Schündeln**

Goethe University Frankfurt

* The University of Texas School of Law. 727 East Dean Keeton Street, Austin, Texas 78705. Email: jdammann{at}law.utexas.edu

** Goethe University Frankfurt. Grüneburgplatz 1, 60323 Frankfurt am Main, Germany. Email: schuendeln{at}wiwi.uni-frankfurt.de

Exploiting a large new database, this article explores the incorporation choices of closely held U.S. corporations. The majority of corporations in our sample incorporate in the state in which their primary place of business (PPB) is located. However, among the corporations with 1000 or more employees, only about half incorporate in their PPB state, and of those that do not, more than half are incorporated in Delaware. We find statistically significant and robust evidence that corporations from states with judiciaries that are held in low esteem are more likely to incorporate outside of their PPB state. Furthermore, corporations are more likely to migrate away from states where the risk of veil piercing is perceived to be high, that have adopted so-called exculpation statutes, or that offer a particularly generous level of minority shareholder protection. (JEL K22, G38, H70, R30)


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