Abstract

http://ssrn.com/abstract=1677400
 
 

Citations (2)



 
 

Footnotes (4)



 


 



Delaware’s Balancing Act


John Armour


University of Oxford - Faculty of Law; University of Oxford - Said Business School; European Corporate Governance Institute (ECGI)

Bernard S. Black


Northwestern University - School of Law; Northwestern University - Kellogg School of Management; European Corporate Governance Institute (ECGI)

Brian R. Cheffins


University of Cambridge - Faculty of Law; European Corporate Governance Institute (ECGI)

July 1, 2012

as published in 87 Indiana Law Journal 1345-1405 (2012)
University of Cambridge Faculty of Law Research Paper No. 37/2011
ECGI - Law Working Paper 167/2010
Northwestern Law & Econ Research Paper No. 10-04
Oxford Legal Studies Research Paper No. 64/2010

Abstract:     
Delaware’s courts and well-developed case law are widely seen as integral elements of Delaware’s success in attracting incorporations. However, as we show using empirical evidence involving reported judicial decisions and filed cases concerning large mergers and acquisitions, leveraged buyouts, and options backdating, Delaware’s popularity as a venue for corporate litigation has dropped sharply. Today, a majority of shareholder suits involving Delaware companies are being brought and decided elsewhere. We examine in this Article the implications of this “out-of-Delaware” trend, emphasizing a difficult balancing act that Delaware faces. If Delaware accommodates litigation too readily, companies, fearful of lawsuits, may incorporate elsewhere. But if plaintiffs’ attorneys find the Delaware courts unwelcoming, they can often file cases in other courts. Delaware could risk losing its status as the de facto national corporate law court, as well as the case flow that lets it provide the rich body of precedent that is part of Delaware’s overall corporate law “brand.” We assess how the Delaware courts and legislature, and Delaware companies, might respond to this threat to Delaware’s pre-eminence as the leading forum for corporate cases, as well as incorporations.

Number of Pages in PDF File: 61

Keywords: Delaware courts, corporate litigation, forum shopping

JEL Classification: K22, K41

Accepted Paper Series





Download This Paper

Date posted: September 17, 2010 ; Last revised: July 12, 2012

Suggested Citation

Armour, John and Black, Bernard S. and Cheffins, Brian R., Delaware’s Balancing Act (July 1, 2012). as published in 87 Indiana Law Journal 1345-1405 (2012); University of Cambridge Faculty of Law Research Paper No. 37/2011; ECGI - Law Working Paper 167/2010; Northwestern Law & Econ Research Paper No. 10-04; Oxford Legal Studies Research Paper No. 64/2010. Available at SSRN: http://ssrn.com/abstract=1677400

Contact Information

John Armour
University of Oxford - Faculty of Law ( email )
Oriel College
Oxford, OX1 4EW
United Kingdom
+44 1865 286544 (Phone)
University of Oxford - Said Business School ( email )
Park End Street
Oxford, OX1 1HP
Great Britain
European Corporate Governance Institute (ECGI) ( email )
c/o ECARES ULB CP 114
B-1050 Brussels
Belgium
HOME PAGE: http://www.ecgi.org
Bernard S. Black
Northwestern University - School of Law ( email )
375 E. Chicago Ave
Unit 1505
Chicago, IL 60611
United States
512-503-2784 (Phone)

Northwestern University - Kellogg School of Management
2001 Sheridan Road
Evanston, IL 60208
United States
847-491-5049 (Phone)
European Corporate Governance Institute (ECGI)
Brussels
Belgium
Brian R. Cheffins (Contact Author)
University of Cambridge - Faculty of Law ( email )
10 West Road
Cambridge, CB3 9DZ
United Kingdom
+44 1223 330084 (Phone)
+44 1223 330055 (Fax)

European Corporate Governance Institute (ECGI)
c/o ECARES ULB CP 114
B-1050 Brussels
Belgium
Feedback to SSRN


Paper statistics
Abstract Views: 5,846
Downloads: 866
Download Rank: 14,419
Citations:  2
Footnotes:  4
People who downloaded this paper also downloaded:
1. Is Delaware Losing its Cases?
By John Armour, Bernard Black, ...

© 2014 Social Science Electronic Publishing, Inc. All Rights Reserved.  FAQ   Terms of Use   Privacy Policy   Copyright   Contact Us
This page was processed by apollo5 in 0.313 seconds