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Beyond Corporate Contract: A Response to Helen Hershkoff & Marcel Kahan, Forum-Selection Provisions In Corporate “Contracts”

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dc.contributor.author Winship, Verity
dc.date.accessioned 2018-11-01T18:04:53Z
dc.date.available 2018-11-01T18:04:53Z
dc.date.issued 2018-11
dc.identifier.citation 93 Wash. L. Rev. Online 111 (2018) en_US
dc.identifier.uri http://hdl.handle.net/1773.1/1844
dc.description.abstract Abstract: Corporate charters and bylaws sometimes limit where shareholders can sue. These forum terms are commonplace in sophisticated commercial contracts. Their migration into corporate documents, however, set off a fight about the balance between private ordering and public restraint in corporate law. This essay and the Article to which it responds propose alternative analyses of the corporate “contract” and the state’s role in defining it. Both also wrestle with how to translate these fundamental concepts into advice for the judges and litigants on the ground. This essay looks at the benefits of existing protections—fiduciary duties and reasonableness limits. It then broadens the lens to consider how a heightened consent mechanism might accommodate the nuances in this area. This approach takes concerns about consent seriously, but also takes into account the need to balance respect for private ordering with the state’s special role in organizing and governing corporations. en_US
dc.language.iso en_US en_US
dc.publisher Seattle: Washington Law Review, University of Washington School of Law en_US
dc.subject Response en_US
dc.title Beyond Corporate Contract: A Response to Helen Hershkoff & Marcel Kahan, Forum-Selection Provisions In Corporate “Contracts” en_US
dc.type Article en_US


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