The Incorporation Choices of Privately Held Corporations
利用大型新数据库，研究了美国私人持股公司的注册地选择，发现多数公司选择在主要营业地所在州注册，但大型公司中约一半选择外州注册，其中多数在特拉华州，且司法声誉低、揭穿公司面纱风险高、有免责法规或少数股东保护过度的州更易导致公司外迁。
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. The Author 2009. Published by Oxford University Press on behalf of Yale University. All rights reserved. For Permissions, please email: journals.permissions@oxfordjournals.org, Oxford University Press.