Sky Blog
In August 2024, Delaware enacted what are widely considered the most significant and controversial amendments to the state’s corporate statute in at least a generation. Principally, those amendments exalt freedom of contract over what was, in the words of the …
The startup ecosystem fuels America’s economy in ways few other sectors can match. It has also ridden waves of boom and bust, with periods of explosive growth followed by cool-downs. During these market downturns, capital becomes scarce and investors must …
In a prior post, I explored whether Texas could challenge Delaware’s century-long dominance in corporate law. The Texas Legislature has since provided a compelling answer. On May 14, 2025, Governor Greg Abbott signed Senate Bill 29 (SB 29), a …
In a new article, I examine the history of the Walt Disney Company as a case study of what I perceive to be a gap in the law of fiduciary duties of corporate directors and executives. Based on publicly available …
In a recent paper, we examine how the EU Corporate Sustainability Due Diligence Directive (CS3D) could reshape the behavior of American corporations. The CS3D holds large corporations legally accountable for how they protect human rights and the environment throughout …
After the Delaware Court of Chancery invalidated Elon Musk’s $56 billion compensation package, Tesla made headlines by moving its incorporation from Delaware—the longtime gold standard for incorporation—to Texas. Following Tesla’s reincorporation, Texas moved to strengthen its newly created business court. …
Delaware courts reserve their entire fairness standard of review – the state’s “most onerous standard” – for, among others, cases involving conflicted controllers.[1] In recent years, there is a view that the standard’s application (or at least the procedural …
Activist investors often think that the classification of boards abets sloth, protecting directors from shareholder input. Yet boards understandably value the durability and continuity of multi-year terms, which give them the bargaining power to pursue long-term plans. Companies often try …
On March 26, 2025, Delaware Governor Meyer signed into law Senate Bill 21 (“SB21”) updating Delaware’s corporate law. While there has been considerable discussion of whether the bill was beneficial or detrimental to shareholders, we show that there is no …
Founders and early investors increasingly maintain control of companies while holding small economic stakes in them – raising fundamental questions about how Delaware courts can enforce accountability in corporate governance. In a new working paper, I challenge the courts’ …
At a recent Columbia Law School colloquium, participants posed a foundational question: How do corporate law standards of fiduciary duty relate to what scientists call the “climate emergency”?[1]
Unfortunately, under what I will call the Maximization Model of fiduciary …
Fear that more companies might follow Tesla and reincorporate outside Delaware has been roiling the corporate world, driven by recent court decisions that impose relatively stringent controls on controlling shareholders. In response, Delaware’s legislature is considering Senate Bill 21 (SB …
My colleague Eric Talley at Columbia Law School has proposed an ingenious modification of SB 21 – scheduled for a vote today in the Delaware legislature – that highlights the contractarian traditions of Delaware law and builds off the experience …
Where do entities incorporate? The question is of perennial interest to academics who wish to research and teach the laws that govern many companies. It is of particular interest now, given a string of controversial court decisions and legislative responses…
As I write this from the Tulane Corporate Law Institute’s annual conference in New Orleans, the energy is palpable. While Mardi Gras revelers have vacated the streets, they’ve been replaced by a different phalanx of uncharacteristically confrontational carousers: corporate law …
On February 20, Delaware Supreme Court Chief Justice Collins Seitz met with members of the state’s General Assembly and delivered some sobering words: “Along with our respect for your legislative judgments, I ask you to consider the importance of judicial …
We are living in a particularly polarized era, and corporate governance is no exception. The divisions have threatened to spill over to Delaware, the preferred jurisdiction for incorporation in the United States, with several high-profile cases calling the state’s neutrality …
The recently introduced Delaware Senate bill that would amend the Delaware General Corporation Law (DGCL) provision dealing with conflict of interest transactions (SB 21) has blown up the financial news, corporate law blogosphere, and corporate law social media.[1]
Most …
Yesterday, Delaware State Senator Bryan Townsend introduced a sweeping set of amendments to the Delaware General Corporation Law. If adopted, these measures would mark the most significant single-year revision of Delaware’s corporate code since at least 1967, reshaping everything from …