Website Heading


Nevada Seizes Delaware’s Business Entity Formation Crown

Delaware has long dominated the market for incorporations.  Thus, I was surprised to see University of Nevada Law Professor Eric H. Franklin write that Nevada enjoys a 4 to 1 advantage over Delaware in corporate formations.  If this seems inexplicable, there is an explanation.  Delaware accounts for three times as many business formations as Nevada.…

Share on:

Nevada Corporate Law: What’s Wrong With Expedition?

As someone who has been writing about Nevada corporate law for over two decades, I’ve been somewhat amused by the recent “discovery” of the Silver State as an alternative to Delaware.  Writing for The Wall Street Journal, Liz Hoffman observed that Nevada is the second most popular state after Delaware for public company incorporations.  This prompted…

Share on:

SB 75 May Prove To Be Delaware’s Seven Sisters

A century ago, New Jersey was the state in which to incorporate.  Long before former Iraqi President popularized the expression “Mother of Battles” (“Um El-Ma’arek“), the famed legal scholar Adolph A. Berle, Jr. bestowed the title of “mother of all corporations” on the State of New Jersey.  Berle, Historical Inheritance of American Corporations, Lecture given before The…

Share on:

It’s Time To Put A Stop To Fee-Shifting (But Not In the Way You Might Think)

The problem with “fee-shifting bylaws” starts with the name.  A better name might be “anti fee-shifting bylaws” because they end the fee shifting that otherwise applies.  Without fee-shifting bylaws, plaintiffs’ attorneys are encouraged to bet with the stockholders’ money.  This is, of course, unfair to the stockholders.  Society also suffers because the current fee-shifting regime…

Share on:

Is Delaware’s Hegemony Over Corporate Law About To End?

Ancient Greece was a coherent culture but not a coherent state.  It was comprised of a many city states that vied with each other for ἡγεμονία (hegemony).  The Greek word refers to some one or thing that “leads the way”.  The most famous contest for hegemony was fought between democratic Athens and the diarchy of Sparta.  These…

Share on: