An Empirical Analysis of the Reincorporation Decision
分析1980-1992年间大量公司变更注册州的数据，发现设立反收购条款会降低股东财富，而限制董事责任则增加股东财富；声称为了吸引外部董事而重新注册的公司确实增加了外部董事比例。
The literature suggests two competing explanations for reincorporations: efforts at managerial entrenchment and attempts to improve contractual efficiency. The empirical evidence to date is inconclusive. To seek further evidence, we examine a large sample of firms that changed their state of incorporation over the period 1980–1992. We find that shareholder wealth is decreased by reincorporations that erect takeover defenses, but is increased by reincorporations that establish limits on director liability. Firms that claim they reincorporate to limit the personal liability of their board members and thereby attract better qualified outside directors do, in fact, expand the outside representation on their boards, whereas firms citing other motives do not.