Can Delaware Be Dethroned?

Evaluating Delaware's Dominance of Corporate Law

Stephen M. Bainbridge, Iman Anabtawi, Sung Hui Kim, James Park

• Publisher: Cambridge University Press
• Year: 2018
• Print ISBN: 9781107158283
• eBook ISBN: 9781108654456
• Topic: Law
• Subtopic: Corporate Law
• Index: Law

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.

Table of contents

• Cover
• Half-title
• Title page
• Copyright information
• Table of contents
• List of Contributors
• 1 Introduction: Can Delaware Be Dethroned? Evaluating Delaware’s Dominance of Corporate Law
• 2 Product Differentiation in the Market for Corporate Law: A Regulatory Alternative to Delaware Corporate Law
• 3 Delaware’s Fall: The Arbitration Bylaws Scenario
• 4 Delaware’s Dominance: A Peculiar Illustration of American Federalism
• 5 The Failure of Federal Incorporation Law: A Public Choice Perspective
• 6 Delaware and Santa Fe Industries v. Green
• 7 Interest Group Analysis of Delaware Law: The Corporate Opportunity Doctrine as Case Study
• 8 The Trouble with Trulia: Reevaluating the Case for Fee-Shifting Bylaws as a Solution to the Overlitigation of Corporate Claims
• 9 Dominance by Inaction: Delaware’s Long Silence on Corporate Officers
• 10 The Private Ordering of Publicly Traded Partnerships
• 11 Why Delaware Must Retain Its Corporate Dominance and Why It May Not
• 12 Delaware’s Continued Resilience: The Next Hundred Years