State Takeover Legislation and the Commerce Clause: The

Abstract

That a corporation should be "incorporated" in, or "chartered" by, a particular state is a peculiar and vexing circumstance. It is by no means immutable. A federal corporations code has been mooted about, multi-state-chartered corporations occasionally appear, and murmurs of doing away with the entire concept of "chartering" a corporation have been heard from time to time. But state incorporation is the ruling corporate form, and the problem it creates is a serious and thorny one: the problem, that is, of regulating "foreign" corporations. How far may one state go in regulating another state's corporations?