The Threat to Delaware and the Legislative Response

The Ira M. Millstein Memorial Conference was held on April 25, 2025, at Columbia Law School, co-hosted by the Millstein Center for Global Markets and Corporate Ownership and the European Corporate Governance Institute (ECGI).

The panel, "The Threat to Delaware and the Legislative Response," was moderated by Zohar Goshen and featured Michal Barzuza, Edward Rock, William Savitt, and Jeroen van Kwawegen. The panel discussion explored the recent challenges facing Delaware’s dominance in corporate law, triggered in part by several high-profile companies reincorporating in states like Nevada and Texas. The panelists examined the legislative responses, particularly SB21 and amendments to Section 144, which were intended to stem this exodus but raised concerns about eroding fiduciary standards and judicial oversight. Experts debated whether these changes mark a race to the bottom or a necessary recalibration, with some viewing them as concessions to controlling shareholders and others warning of long-term harm to shareholder protections. Key themes included the role of Delaware’s judiciary, the influence of Silicon Valley controllers like Elon Musk, the risk of federal intervention, and the implications for investor trust and corporate governance integrity.