Delaware’s Compensation

Article — Volume 94, Issue 3

94 Va. L. Rev. 521
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This Article illuminates the interdependence between the structure of Delaware’s franchise tax and Delaware’s corporate law. It makes three major arguments. First, different franchise tax structures would create different regulatory incentives for Delaware. Second, the current structure of Delaware’s franchise tax law is suboptimal. A franchise tax that is sensitive to firm performance would be superior to Delaware’s current franchise tax. It would align Delaware’s incentives with those of shareholders and induce Delaware to offer corporate law that maximizes shareholder value. It will have this effect even if Delaware faces no competition from other states over incorporations and even if shareholders are passive. Third, Delaware may not have sufficient incentives to reform its franchise tax law. The Article derives policy implications.

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  Volume 94 / Issue 3  

Delaware’s Compensation

By Michal Barzuza
94 Va. L. Rev. 521

The Suspension Clause: English Text, Imperial Contexts, and American Implications

By Paul D. Halliday & G. Edward White
94 Va. L. Rev. 575

The Taxation of Carried Interests in Private Equity

By David A. Weisbach
94 Va. L. Rev. 715

The Right to Education in Juvenile Detention Under State Constitutions

By Katherine Twomey
94 Va. L. Rev. 765