The Influence of State Legal Environments on Firm Incorporation Decisions and Values

This study examines whether the state legal environment influences where IPOs elect to incorporate and their subsequent market value. To examine these questions, we develop a new measure of the state legal environment that incorporates both the presence of critical statutes and the willingness of a state to innovate. We conclude that this new measure offers legal academics, practitioners and others interested in corporate finance, a highly convenient and quantitative evaluation of a state's corporate legal climate. Our empirical use of this measure yields important cross-sectional variations in state legal environments, with the result that the most promanagement state is Pennsylvania. We also find that firms exhibit a willingness to separate their operational headquarters from the state of incorporation in a manner consistent with the promanagement orientation of the state legal code. Finally, we find that the state legal environment does effect firm value, but in a way that is consistent with a "race to the bottom" view of corporate law.