Abstract
After centuries of colonial subordination, Black and Brown former colonies are still fighting to achieve the fruits of decolonization. The traditional theory is that former colonies will emerge from the colonial period with the legal mandate and international recognition needed to chart their own futures. But, for those Black and Brown British colonies that achieved political independence, it became clear that, without economic strength to care for their societies, legal separation could not deliver on its promise of freedom from subordination. This Article argues that investments in corporate law innovations by some jurisdictions, such as Bermuda, the British Virgin Islands, and the Cayman Islands, have provided a pathway to postcolonial self-determination. These communities have generated immense wealth and autonomy for their populations in the postcolonial era by using strategies akin to those deployed by the State of Delaware. While former colonizers denigrate Bermuda, the Cayman Islands, and the British Virgin Islands as tax havens and corporate law imperialists, which must be aggressively governed to protect the tax base and financial sectors of “non-tax haven” countries, there is another side to this narrative: Offshore corporate law is freedom-promoting for some communities. This Article complicates the dominant perspective of corporate law imperialism and introduces a conceptualization of corporate law as decolonization to the legal and policy discourse on offshore financial centers.
About the Author
Associate Professor of Law, Emory University School of Law; Visiting Fellow, Princeton School of
Public and International Affairs (SPIA) (2022–2023). I am grateful to Princeton University and SPIA for hosting me during the 2022–2023 academic year and allowing me access to their world class library while I worked on this project. For helpful feedback, discussions, and suggestions, I
thank Margo Bagley, Paulo Barrozo, Eduardo Bhatia, Christopher Bruner, Eleanor Brown, Ryan
Bubb, Jay Butler, Miguel A. Centeno, Guy-Uriel Charles, Kevin E. Davis, Steven A. Dean, Mary
Dudziak, Marla Dukharan, Erik Encarnacion, Carsten Fiege, Martha Albertson Fineman, Martin
Flaherty, Richard D. Freer, Tod Hamilton, Robert Howse, Tonja Jacobi, Vikramaditya Khanna,
Steven Arrigg Koh, Jedediah Kroncke, Matthew B. Lawrence, Kay Levine, Ruth Mason, Jonathan
Masur, Timothy Meyer, Zia Mian, Joy Milligan, William J. Moon, Nir Mualam, Mark Nevitt, Trang
(Mae) Nguyen, K-Sue Park, Tammy Richardson-Augustus, Bertrall Ross, Matthew Sag, Kim Lane
Scheppele, Josh Sellers, Fred Smith, Paul Starr, Brandon Stewart, Langston Sibblies, Ellen Tilton-
Cantrell, and Mark Wu. I thank the editors of the UCLA Law Review for their tremendous work,
professionalism, and excellent guidance throughout the publication process. I benefitted greatly
from comments on earlier versions of this Article at faculty colloquia at Boston College Law School, Temple University Beasley School of Law, the University of Georgia School of Law, the University of Virginia School of Law’s Law & Inequality Colloquium, as well as the Culp Colloquium, which was held at the Duke University School of Law School and the Law@Princeton Retreat, which was held at Princeton University’s SPIA. For exceptional library assistance, I am grateful to: Bobray Bordelon (Princeton University Library); Amy Flick, Christina Glon, and David Yoo (Emory University MacMillan Law Library); and Susan Koppler (Emory Goizueta Business Library). For outstanding research assistance, I am grateful to Shizuo Arima, Niamh Creedon-Carey, Jason Huh, Zi Liu, Christina Morrison, Abigail Najar, Kelly Palamar, Leah Shelton, Silvia Tao, and Ariel Yitzchaki. I am forever indebted to my wife, Martha T. Kim, for invaluable discussions about this project and her unfailing support. All errors are my own.
