Climate Change: The Real Threat to Delaware Corporate Law, Why Delaware Must Keep a Watchful Eye on the Content of Political Change in the Air

Delaware is the corporate law capital of America. However, when the blowing winds of change alter the environment in which it operates, simply maintaining its bearing will not keep Delaware on course. This article outlines the tactics Delaware must execute in a changing political climate to successfully maintain its course as the leader in corporate law. To understand these tactics one must first be familiar with Delaware’s current bearing and the environment in which it navigates by appreciating the origins of Delaware’s preeminence and the strengths of its system. Equipped with this knowledge one will then be prepared to identify and assess potential threats. Section two of this article begins with a discussion of the history of corporate law in America, the origins of Delaware’s rise, and the significance of Delaware’s strengths. Next, section three outlines and evaluates common views of Delaware’s role in corporate law, including the race theories of a race to the top or race to the bottom, and symbiotic federalism. Then, section four discusses and dismisses several potential threats to Delaware corporate law. Section five outlines Delaware’s current strategy to maintain its course of corporate law predominance. A casual navigator of this article may choose to skip these initial sections, opting to dive directly into the deep waters of the new and intriguing perfect storm described in section six. However, even if one begins the voyage of this article well prepared, aware of Woodrow Wilson’s significance and able to quote the works of Kahan and Rock, there is considerable foundational and analytical benefit gained by investing a few moments to enjoy the familiar concepts presented in these introductory sections. Such a reading will ensure smooth passage through the final section with a more precise understanding of the tactics Delaware must execute and the strategic reasons underlying them.