Delaware Law Has Entered the Culture War

The clubby insular world of corporate law has entered the culture war.First, Elon Musk started railing against Delaware, which for more than a century has been known as the home of corporate law, after the Delaware Chancery Court chancellor, Kathaleen McCormick, rejected his lofty pay package last year.Eventually he switched where Tesla is incorporated to Texas.Now, Dropbox has announced shareholder approval to move where it is incorporated to outside Delaware, and Meta is considering following suit.

Others are also evaluating whether to make the move, DealBook hears.Musk’s ire against the state where nearly 70 percent of Fortune 500 companies are incorporated brought what would usually be an esoteric issue to the national stage and framed it, alongside hot button issues like diversity, equity and inclusion programs, as one further example of overreach.“You can blame McCormick or you can blame Musk — or you can say it’s a combination of the two of them — but it has turned it into a highly ideologically charged political issue, which it never, ever was before,” said Robert Anderson, a professor at the University of Arkansas School of Law.The drama over court rulings could have huge consequences for the economy and politics of Delaware, which counts on corporate franchise revenue for about 30 percent of its budget — and more, if you count secondary impacts like tax payments generated by the legal industry.At issue is a longstanding question in corporate America: How much say should minority shareholders have, especially in a controlled company? One side argues that founders like Mark Zuckerberg are given controlling shares, which give them outsize influence in a company, with the belief that they know what is best for a company.And minority shareholders buy into a company knowing their limitations.

The other side argues these controlling shareholders are not perfect.We are having trouble retrieving the article content.Please enable JavaScript in your ...