state that seriously tries to attract corporate charters
. See Bebchuk & Hamdani, supra note 7, at 580-82; Marcel Kahan & Ehud Kamar, The Myth of State Competition in Corporate Law, 55 STAN.
Indeed, the internal affairs doctrine is easily characterized as an "externality machine." (22) Under the internal affairs doctrine, states compete for corporate charters
on the basis of which state can provide a set of laws most beneficial to the decision makers--that is, directors and shareholders.
Early corporate charters
were very explicit about what a corporation could do, how, for how long, with whom, where, and when.
could seek to tie management's hands
But to a growing number of activists, lawyers and scholars, "revoking corporate charters
" means doing something much more significant: dismanding harm-inducing corporations by revoking their right to exist.
In a lawsuit brought by TV preacher Jerry Falwell in November 2001, the evangelist's Thomas Road Baptist Church challenged a Virginia law passed in 1787 that prohibited corporate charters
for religious institutions.
Other helicopter companies include Aircam National Helicopter Services in Englewood, Colo., which provides helicopters for film and video stunts, aerial photography for real-estate site surveys, as well as some corporate charters
. (The photo on the web site looks like an ad for a Warren Miller ski movie.)
The movement to revoke corporate charters
has gotten its history confused.
"No one has done any work on this in Canada in the last 60 to 70 years," says Gil Yaron, a UBC law student who is researching the history of corporate charters
. With the exception of a few states, the act of revoking a corporation's charter must be initiated by the attorney general.
Colonies, states, and the federal government granted corporate charters
to non-governmental entities to provide something understood as a public good: schools, libraries, universities, canals, railroads, and so on.
Instead of narrowly focusing on profits, de Geus argues, managers should rethink their roles, and boards of directors and stockholders should modify corporate charters
In the case of corporate charters
, the charge is that state competition for charters debases corporate law.