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To: GVTucker who wrote (174566)5/14/2003 10:50:25 AM
From: The Duke of URLĀ©  Read Replies (1) | Respond to of 186894
 
I don't understand your reference to "models".

But as to your second point, there is no prohibition now to incorporating in any foreign jurisdiction you want. You can today buy all the stock you want in a Cayman corporation trading in the US.

I, and many others, choose not to, without substantial further investigation.

But do not confuse the substantive rights of shareholders, which is governed by the jurisdiction of the place of incorporation, with the right not to be defrauded (securities issues) in the SALE of securities of that same corporation.

There is a cross-over of these concepts which is further confusing. If the procedural rules become what is called "outcome determinative" then the doctrine of substantive due process may apply and they are treated as if they were incorporated under the laws of the state where the shareholder lives. But that is for another day.

Regardless of where the company is formed, it is the law of the place where the sale of the stock took place that governs securities issues.