A Rule-Based Method for Comparing Corporate Laws

Authors

Lynn M. LoPucki, UCLA School of Law

Abstract

Part I explains the processes for specifying a Scenario. It introduces the Scenario that will serve as the illustration in the remainder of this Article—a comparison of the liability of directors for the exercise of poor judgment in a Delaware corporation with the corresponding liability in a United Kingdom public limited company. Part II explains and illustrates the necessity of selecting specific entity types for comparison. Part III describes and illustrates the method for resolving the Scenario in both jurisdictions. Part IV explains and illustrates the novel process for close comparison—the extraction, juxtaposition, and comparison of decisional rules from the country reports. Part V presents and illustrates the method for evaluation of the differences exposed through close comparison. Part VI distinguishes the reporting of comparisons from the making of comparisons. The Article concludes that the proposed method serves a broad range of needs and, as a result, has the potential to increase the use of comparison as a way of gaining insight into legal systems. Throughout this Article, illustrative text is indented and in a sans serif font in order to distinguish it from supportive materials and my commentary.

Recommended Citation

Lynn M. LoPucki, A Rule-Based Method for Comparing Corporate Laws, 94 Notre Dame L. Rev. 263 (2018).
Available at: https://scholarship.law.nd.edu/ndlr/vol94/iss1/5