Jed Rubenfeld


How far may one state go in regulating another state's corporations? Traditionally, the answer to this question has been that a state may not regulate a foreign corporation's "internal" affairs., The incorporating state alone, it is said, may govern matters affecting the corporation, its stockholders and directors inter se. ... Whether viewed from the standpoint of the constitutional text, precedent, or policy, it cannot per se violate the Commerce Clause for a state to regulate the "internal affairs, "or in particular the shareholder voting rights, of a corporation that is nominally foreign, but that has its most substantial business and shareholder contacts with the regulating state.