Law Commons^™

The Future Direction Of Delaware Law (Including A Brief Exegesis On Fee Shifting Bylaws), J. Robert Brown Jr.

Sturm College of Law: Faculty Scholarship

Delaware sets the governance standards for most public companies. The ability to attract corporations could not be explained solely by the existence of a favorable statutory regime. Delaware was not invariably the first or the only state to implement management friendly provisions. Given the interpretive gaps in the statute and the critical importance of the common law in the governance process, courts played an outsized role in setting legal standards. The management friendly nature of the Delaware courts contributed significantly to the state’s attraction to public corporations.

A current example of a management friendly trend in the case law had …