Asaf Raz, ‘Mandatory Arbitration and the Boundaries of Corporate Law’

ABSTRACT
A storm is brewing on the corporate law horizon. Several recent judicial developments, which this Article ties together for the first time, present the most refined opportunity yet for mandatory arbitration – today prevalent in consumer and employment contracts – to enter the corporate law sphere, shutting the courthouse doors before corporate entities and shareholders precisely where legal remedy is most needed. Yet, for this scenario to unfold, the Supreme Court would have to declare that corporate charters and bylaws are ‘contracts’. Otherwise, restrictions on arbitration (including those recently enacted by Delaware) cannot be preempted by the Federal Arbitration Act. As this Article innovatively explains, scholars have long resorted to inaccurate metaphors, such as ‘nexus of contracts’, in the corporate context …

Raz, Asaf, Mandatory Arbitration and the Boundaries of Corporate Law (December 23, 2020).

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