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UPA Perpustakaan Universitas Jember

A European Nevada? Bad Enforcement as an Edgein State Competition for Incorporations

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Though now possible, no European state is competing for incorporations,and this is unlikely to happen in a general fashion. In this article I argue, however,that the possibility of one state competing for one specific segment of the market forincorporations should not be ruled out altogether. As happened with Nevada in theUS, a state could seek to attract companies that are looking for a very protectivelegal environment for their directors, officers and shareholders or for the companyitself. Given the importance of enforcement, I argue that states could compete bycapitalising on the inefficiency of their courts, rather than by changing the law onthe books. The fact that no investment is necessary would change the perspective onincentives for states to compete: a very small incentive will be needed if the costsare negligible. I also consider the possible drawbacks of such competition and thepossible reactions from other state

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