Outline
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Internal affairs doctrine
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Internal affairs: shareholder / management relations
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incoropation-based private ordering: parties choose
governing law
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reasons for doctrine
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Foreign corporations
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doing business in state other than state of incorporation
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nature of state regulation
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constitutional protections
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Validity of state antitakeover regulation: CTS Corp
v. Dynamics Corp of America
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history and nature of antitaover laws
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Supremacy Clause: consistency with federal WIlliams
Act
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Commerce Clause: free commerce in corporate shares
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non-discrinatory
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inconsistent regulation
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hinder commercial transactions
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limiting effect of market in corporate charters
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WHY DID THE CHICKEN CROSS THE ROAD?
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Albert Camus: It doesn't matter; the chicken's actions have
no meaning except to him.
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Aristotle: To actualize its potential.
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Confucius: Chicken who first look both way, lives to see
another day.
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Epictetus: To enjoy the great festival of life with other
hens.
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Epicurus: For fun.
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Eric Hoffer: To free itself from the tyranny of freedom by
becoming a member of the flock.
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Henry David Thoreau: To live deliberately ... and suck all
the marrow out of life.
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David Hume: Out of custom and habit.
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Immanuel Kant: The chicken, being an autonomous being, chose
to cross the road of his own free will.
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Jacques Derrida: Any number of contending discourses may
be discovered within the act of the chicken crossing the road, and each
interpretation is equally valid as the authorial intent can never be discerned,
because structuralism is DEAD, DAMMIT, DEAD!
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Karl Marx: It was a historical inevitability.
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Lao-tzu: The chicken does not cross the road yet reaches
the other side.
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Ludwig Wittgenstein: The possibility of "crossing" was encoded
into the objects "chicken" and "road," and circumstances came into being
which caused the actualization of this potential occurrence.
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Machiavelli: The point is that the chicken crossed the road.
Who cares why? The end of crossing the road justifies whatever motive there
was.
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Murphy: The chicken will invariably cross the road at the
worst possible time.
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Nietzsche: Because if you gaze too long across the Road,
the Road gazes also across you.
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Plato: For the greater good.
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Ralph Waldo Emerson: It didn't cross the road; it transcended
it.
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Zeno of Elea: To prove it could never reach the other side.
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