An Argument for the Delaware Courts

An Argument for the Delaware Courts

Zohar Goshen and Tomer Stein write about the benefits to corporations from Delaware’s expertise and the many decisions defining the business judgment rule. The authors argue that Corporate disputes are distinct because they arise within ongoing relationships between shareholders and management, governed by an incomplete contract. To mitigate managerial disloyalty or incompetence, shareholders can replace managers or sue them for breaches of fidu…