Delaware's Familiarity

41 Pages Posted: 30 Sep 2014 Last revised: 25 Aug 2015

See all articles by Darian M. Ibrahim

Darian M. Ibrahim

William & Mary Law School

Brian J. Broughman

Vanderbilt University Law School

Date Written: October 15, 2014


Why do corporations choose to incorporate in Delaware over other states? The existing literature primarily falls into two camps — the “race-to-the-top” and the “race-to-the-bottom” — both of which credit Delaware’s success to the quality of its corporate law and the expertise of its judges. We consider an alternative explanation for Delaware’s continued success: familiarity. After decades of dominance, business parties have become increasingly familiar with Delaware law. Using data from a sample of startups financed by venture capital, we find that firms domicile in Delaware as much for familiarity reasons as for its substantive features. The Article finishes by tackling the normative implications of our findings — which are both positive and negative — for the overall quality of U.S. corporate law.

Keywords: Delaware, corporate law, venture capital, startup, entrepreneurship, network externalities, empirical, law and economics

Suggested Citation

Ibrahim, Darian M. and Broughman, Brian J., Delaware's Familiarity (October 15, 2014). San Diego Law Review, Vol. 52, (2015), William & Mary Law School Research Paper No. 09-284, Available at SSRN:

Darian M. Ibrahim (Contact Author)

William & Mary Law School ( email )

South Henry Street
P.O. Box 8795
Williamsburg, VA 23187-8795
United States

Brian J. Broughman

Vanderbilt University Law School ( email )

131 21st Avenue South
Nashville, TN 37203-1181
United States

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