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Hardly a day goes by without hearing about nefarious activities facilitated by anonymous “shell” companies. Often described as menaces to the financial system, the creation of business entities with no real operations in sun-drenched offshore jurisdictions offering “zero percent” tax rates remains in vogue among business titans, pop stars, multimillionaires, and royals. The trending headlines and academic accounts, however, have paid insufficient attention to the legal uses of anonymous companies that are both ubiquitous and almost infinite in their variations. This Article identifies privacy as a functional feature of modern business entities by documenting the hidden virtues of anonymous companies—business enterprises with owners who are practically untraceable to the general public. Anonymous companies were essential to launch the first abortion drug in the United States at a time when no pharmaceutical company was willing to touch it for fear of backlash by anti-abortion activists. Anonymous companies today serve as “race-neutral” public faces of Black entrepreneurs who conceal their race in order to more equitably compete in a marketplace infected with systemic racism. And anonymous companies are ubiquitous over the internet, enabling survivors of intimate partner violence to become financially self-sufficient entrepreneurs without fear of harassment or stalking. This Article thus reveals privacy as a prevalent, yet under-theorized function served by modern business entities. In documenting their use in today’s commercial life, this Article makes two contributions to the literature. First, it disrupts prevailing accounts concerning the function of business entities, departing from scholarly accounts that predominantly conceptualize business entities as transactional costreducing devices that facilitate the pooling of capital for business ventures. This Article enriches these accounts by showing how protecting the identity of capital contributors from forced pub

For about a hundred years, Delaware has been the leading jurisdiction for corporate law in the United States. The state, which deliberately embarked on a mission to build a haven for corporate law in the early twentieth century, now supplies corporate charters to over two thirds of Fortune 500 companies and a growing share of closely held companies. But Delaware’s domestic dominance masks the important and yet underexamined issue of whether Delaware maintains its competitive edge globally.This Article examines Delaware’s global competitiveness, documenting Delaware’s surprising weakness competing in the emerging international market for corporate charters. It does so principally by studying the corporate law preferences of foreign firms listed in the United States. While Delaware was once a popular jurisdiction for foreign corporations listing in American stock markets, it has dramatically fallen out of favor in recent years. This is particularly true among firms based in China that have recently made their debut to American investors. For instance, the Cayman Islands is now the juridical home to over half of Chinese companies listed in American stock markets, compared to Delaware’s 5%.By exploring the paradox of Delaware’s domestic popularity and international unpopularity, this Article makes three contributions to the literature. First, it presents data indicating that Delaware’s dominance of the corporate charter market may be a parochial, American phenomenon. Second, it develops a theory to explicate why foreign firms operating within vastly different market environments may be averse to Delaware’s corporate governance paradigm. Finally, it adds to the corporate law convergence debate, counseling against blind exporting of Delaware corporate law to foreign nations.

According to the standard account in American corporate law, states compete to supply corporate law to American corporations, with Delaware dominating the market. This “competition” metaphor in turn informs some of the most important policy debates in American corporate law.This Article complicates the standard account, introducing foreign nations as emerging lawmakers that compete with American states in the increasingly globalized market for corporate law. In recent decades, entrepreneurial foreign nations in offshore islands have used permissive corporate governance rules and specialized business courts to attract publicly traded American corporations. Aided in part by a select group of private sector lawyers who draft legislation for these lawmakers, foreign nations enable American corporations to opt out of mandatory rules that are axiomatic features of American corporate law.This Article documents an emerging international market for corporate law that has largely been undetected by legal scholars who presuppose an interstate market. While acknowledging the potential benefits offered by foreign nations competing to attract American corporations, this Article highlights a series of countervailing considerations that render any claims about gains from international jurisdictional competition premature at best.

This Review Essay situates Christopher Bruner’s new book, Re-imagining Offshore Finance, within the literature examining the regulation of cross-border finance and highlights its import for thinking about the complicated (and contested) relationship between territorially-configured domestic laws and the increasingly liberal movement of capital. Part I sets out the book’s central thesis. In addition to highlighting Bruner’s novel framework identifying the factors that propel certain small jurisdictions into becoming magnets for cross-border finance, I outline the limits of the framework in accounting for the stability in the overall demand for the commercialization of sovereignty, only one of which is facilitating international tax evasion. Part II examines the rise of offshore financial havens as they relate to the territorially-configured domestic rules — a subject that has yet to attract the attention that it deserves. While the rise of offshore financial havens has been viewed as typifying the continued dominance of territorial sovereignty, I show that it is private choice and juridical rules that have been privileged over strictly territorial conceptions of the law. I use recent developments in corporate law and bankruptcy law to show that domestic laws governing certain financial transactions are already ceding to privately-curated juridical rules, albeit not without resistance.