Is There a Delaware Effect for Controlled Firms?

66 Pages Posted: 1 Mar 2018 Last revised: 4 May 2020

See all articles by Edward G. Fox

Edward G. Fox

University of Michigan Law School

Date Written: March 1, 2020

Abstract

The impact of Delaware incorporation on firm value remains a central question in corporate law. Despite the difficulty scholars have had in agreeing on an answer to this question, there is a consensus that Delaware has long enjoyed stable and important advantages in the expertise of its judiciary and its extensive case law. These advantages are believed to be particularly important for firms with a controlling shareholder. This Article attempts to empirically measure the effect of Delaware incorporation on these controlled firms and thus help us understand the market value of Delaware’s judiciary and caselaw. It finds, surprisingly, that controlled Delaware firms are actually slightly less valuable than similar companies incorporated elsewhere. This suggests that (1) Delaware does not create much if any premium in market value for controlled firms or (2) “lower quality” controlled firms—which would be less valuable regardless of where they incorporate—disproportionately pick Delaware. Either explanation runs counter to conventional wisdom in this literature. Finally, the results cast new light on the long-term effects of Delaware’s recent decisions weakening the doctrinal protection of minority shareholders embodied in M&F Worldwide and Synutra

Keywords: Controlled Corporations; Delaware Corporate Law; Fiduciary Duties

JEL Classification: K22, G34

Suggested Citation

Fox, Edward G., Is There a Delaware Effect for Controlled Firms? (March 1, 2020). NYU Law and Economics Research Paper No. 18-10, Available at SSRN: https://ssrn.com/abstract=3126999 or http://dx.doi.org/10.2139/ssrn.3126999

Edward G. Fox (Contact Author)

University of Michigan Law School ( email )

625 South State Street
Ann Arbor, MI 48109-1215
United States

Here is the Coronavirus
related research on SSRN

Paper statistics

Downloads
95
Abstract Views
952
rank
304,074
PlumX Metrics