The Weinberg Center was delighted to host this amazing panel discussion of Delaware's leadership in business incorporations, which has everyone interested in this hot subject talking! https://lnkd.in/ePRsQKG4
Director, Weinberg Center for Corporate Governance, University of Delaware | Corporate Director & Advisor; Writer, Speaker & Professor
The John L. Weinberg Center for Corporate Governance <> Mayer Brown panel discussion delved into Delaware's pivotal role in corporate chartering on the evening of February 24, 2025. Professors Dorothy Lund, Edward Rock, and Sean Griffith shared invaluable insights on the evolving landscape, with Anna Pinedo skillfully moderating the discussion after I framed the current scene. Professor Rock highlighted that the Musk pay cases (Tornetta I and II) would come out the same way under a pending bill in the Delaware legislature aimed at altering the state's approach to assessing controlling stockholder transactions, while also observing that the bill seems to respond to pressures from other non-majority controlling stockholders seeking to weaken constraints on their control. [Update note: please see reader comments below for further discussions of this point.] Professor Lund emphasized that Delaware remains the undisputed leader in the corporate franchise business, documenting how only a minimal number of companies have opted to incorporate elsewhere, despite much talk about threats from rivals, expressing the view that maintaining Delaware's existing balance would suffice without adjusting it. Professor Griffith detailed how Delaware cases have culminated, logically and inexorably given the precedents, to prioritizing procedural safeguards boards enact rather than substantive assessments that shareholders render, opining that it is this menu of "procedural ossification" that rival states may seek to replace when luring companies for incorporation. For my part, I emphasized that all in Delaware--the Governor and executive branch, the Chief Justice and the judicial branch, the General Assembly, the Bar, the corporation services sector and others--are doing their level best to produce the optimal corporate law and provide secure homes for the state's growing population of 2.2 million corporate citizens, despite a process that poses inherent frictions and even conflicts. The event, attended by over 100 guests, concluded with a lively Q&A session and extended reception, underscoring Delaware's status as the premier forum for in-depth discussions on corporate law. On behalf of the John L. Weinberg Center for Corporate Governance, thanks to our brilliant panelists, friends at Mayer Brown including Hanson Hairihan, and our wonderful audience for a stimulating discussion.