Delaware's Competition for Control of Corporate Governance
Professor Steve Bainbridge writes here about the recent increase in the possibility (risk?) of greater federal encroachment into the governance of the internal affairs of corporations, expanding on the scholarship of Professor Mark Roe that we have previously highlighted here. As most readers of this blog know well, the law of the state of incorporation governs the "internal affairs" of the corporation. In part, the argument is that Delaware's competition for the "business of incorporating companies" is not the other 49 states, but rather the federal government. Professor Larry Ribstein has also written extensively on this topic. See, e.g., here. This timely topic will also be the focus of a panel discussion at the ABA Business Law Section meeting in D.C. this coming week as noted here, with members of the panel including jurists from the Delaware Supreme Court and the Delaware Court of Chancery. Obviously, the outcome of this competition impacts the nature and the volume of litigation in Delaware courts.
