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In this Essay, Professor Romano considers the efficacy of competition among states for tax revenues generated by corporate charters. To this end, she focuses on how state takeover regulation--regulation which tends to benefit management rather than shareholders-affects this competition. She argues that federalism provides a safety net which protects investor interests and reduces the likelihood of self-serving management decision. Professor Romano concludes that the current state-based system of incorporation is preferable to a national regime.

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