Leading corporate lawyers and academics evaluate Delaware's dominance of corporate law and the challenges it now faces.

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 important, however, the federal government increasingly is 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.

Delaware rose to preeminence in the incorporation market after a key point of inflection for corporate law. Around the turn of the 20th century, “laissez faire” statutes signaled a shift from state regulation of corporations to private ordering and markets at a time when the decline of ultra vires, quo waranto, and regulation of foreign corporations first made it possible for a state to attract substantial incorporation business from its neighbors. The regulatory impulse of the earlier corporations statutes, however, did not disappear. It simply moved to federal law -- in antitrust, securities, or labor -- setting up a strong federalism dimension for the “who makes corporate law” debate. In many ways this federalism discussion is still framed by the key question of corporate law from the 1960s and 1970s: Is Delaware's dominance explained by a “race to the bottom” skewing corporate law in favor of management interests who influence state lawmaking at the expense of shareholders (and suggesting a greater role for federal law) or by a “race to the top” with state law incorporating rules that reflect preferences made through markets? The key legal concepts of federalism appearing in this debate date from the New Deal and focus on whether the federal government will preempt state corporate law, usually by adding regulation to a space that state law has left to private ordering. Corporate law federalism is in need of an update. An “on-off” view of allocating law-making power between state or federal government has given way in other fields to a more nuanced view of interactive federalism. This chapter, part of a book, “Can Delaware Be Dethroned? Evaluating Delaware's Dominance of Corporate Law”, presents the richer and more nuanced space of 21st century corporate law federalism that has some points in common with federalism discussion in other subject areas and some that reflect the particular history of the development of corporate law. The last section suggests how this federalism dimension influences the race between the states in a way that essentially has locked Delaware's dominance in place.

How the “First State” has enabled international crime, sheltered tax dodgers, and diverted hard-earned dollars from the rest of us The legal home to over a million companies, Delaware has more registered businesses than residents. Why do virtually all of the biggest corporations in the United States register there? Why do so many small companies choose to set up in Delaware rather than their home states? Why do wealthy individuals form multiple layers of private companies in the state? This book reveals how a systematic enterprise lies behind the business-friendly corporate veneer, one that has kept the state afloat financially by diverting public funds away from some of the poorest people in the United States and supporting dictators and criminals across the world. Hal Weitzman shows how the de facto capital of corporate America has provided safe haven to money launderers, kleptocratic foreign rulers, and human traffickers, and facilitated tax dodging and money laundering by multinational companies and international gangsters. Revenues from Delaware's business-formation industry, known as the Franchise, account for two-fifths of the state’s budget and have helped to keep the tax burden on its residents among the lowest in the United States. Delaware derives enormous political clout from the Franchise, effectively writing the corporate code for the entire country—and because of its outsized influence on corporate America, the second smallest state in the United States also writes the rules for much of the world. What's the Matter with Delaware? shows how, in Joe Biden’s home state, the corporate laws get written behind closed doors, enabling the rich and powerful to do business in the shadows.

Shareholder inspection rights form an important tool for shareholder protection. They offer shareholders seeking information private access to specific books and records of the company that are otherwise not publicly available. While there has been a discourse on the topic in some jurisdictions such as Delaware (USA), it has not received scholarly treatment at an international level. This Research Handbook seeks to alter that, and signifies the first endeavor to engage in a comprehensive and comparative analysis of shareholder inspection.

Soon after the journal European Company Law was launched in 2004, it jumped to prominence as a leading resource not only for European companies and their lawyers but also for enterprises worldwide with business interests in Europe, a role it has held to the present day. This book, appearing 20 years after the first issue of the journal, celebrates this anniversary with contributions from eminent legal experts in the areas of company law, securities law, and corporate governance. Topics range over both the traditional areas of policy and practice and emerging contemporary issues in the field. The contributions – all of them characterized by the concise and practice-oriented approach for which the journal itself is widely appreciated – cover such European company law issues as the following: sustainability; environment, social, and governance matters; loyalty shares; the proposed Listing Act; cross-border mergers; shareholders’ rights and activism; company groups; and digitization. The book also contains an interview with journal founders Steef Bartman and Cees de Groot on the inception and development of the journal and its ongoing relation to European company law in a broader sense. More than a testament to the front-and-centre presence of European Company Law in the development of European company law and corporate governance over the past 20 years, this book carries on the journal’s aim to inform practitioners and be of interest to academics and students in the field. It is a must-have for those who work in the field of European company law either in corporate practice as legal professionals and advisors or as academics.