Can Delaware Be Dethroned?: Evaluating Delaware's Dominance of Corporate Law

Cambridge University Press, 1/11/2018
EAN 9781107158283, ISBN10: 1107158281

Hardcover, 266 pages, 23.5 x 15.9 x 2.5 cm
Language: English

Delaware is the state of incorporation for almost two-thirds of the Fortune 500 companies, as well as more than half of all companies listed on the New York Stock Exchange, NASDAQ, and other major stock exchanges. This gives Delaware a seemingly unchallengeable position as the dominant producer of US corporate law. In recent years, however, some observers have suggested that Delaware's competitive position is eroding. Other states have long tried to chip away at Delaware's position, and recent Delaware legal developments may have strengthened the case for incorporating outside Delaware. More importantly, however, the federal government is increasingly preempting corporate governance law. The contributors to this volume are leading academics and practitioners with decades of experience in Delaware corporate law. They bring together a variety of perspectives that collectively provide the reader with a broad understanding of how Delaware achieved its dominant position and the threats it faces.

1. Introduction Stephen M. Bainbridge
2. Product differentiation in the market for corporate law
how to design a regulatory alternative to Delaware corporate law Sean Griffith
3. Corporate charter competition Lynn LoPucki
4. Delaware's dominance
a peculiar illustration of American federalism Robert Thompson
5. The failure of federal incorporation law
a public choice perspective Sung Hui Kim
6. Delaware and Santa Fe industries v. Green James Park
7. Interest group analysis of Delaware law
the corporate opportunity doctrine as case study Stephen M. Bainbridge
8. The trouble with Trulia
re-evaluating the case for fee-shifting William B. Chandler and Anthony Rickey
9. Dominance by inaction
Delaware's long silence on corporate officers Lyman Johnson
10. Delaware primacy for limited partnerships Christine Hurt
11. Why Delaware has endured, should endure, and yet may not endure Charles Elson
12. Delaware's continued resilience
the next hundred years A. Gilchrist Sparks.