Is Delaware Asleep at the Wheel (Again)?

Beginning at least as far back as Professor William Carey’s famously withering 1974 Yale Law Journal article about Delaware’s “enabling” of bad corporate actors, critics of the state’s corporate jurisprudence have alluded to a “race to the bottom” in which the state legislature and judiciary turn a blind eye to managerial agency costs in order to attract new business and maintain Delaware’s dominant franchise in corporate law.

But over the past two decades, a better metaphor for the state’s corporate oversight may be a pinball ricocheting from crisis to crisis, with jurisprudential vigilance varying according to the degree of exigency … Read more

How the Delaware Supreme Court May Help Michael Dell in his VMware Raid

VMware’s shareholders enjoyed gains of nearly 60 percent in 2017 as the company positioned itself as an appealing play on cloud computing with substantial growth potential and partnerships with industry leaders like Amazon Web Services. Indeed, in its most recent earnings period, VMware reported revenue growth of 14 percent and earnings growth of 17 percent, handily exceeding expectations for the period ending February 2. One analyst stated that “VMware is poised for its best growth trajectory since the 2008 recession.”

Investors should be celebrating, right? Wrong.

Despite the impressive performance, a dark cloud has hovered over the company since late … Read more