The impact of Delaware incorporation on firm value remains a central question in corporate law. Despite the difficulty scholars have had in agreeing on an answer to this question, there is a consensus that Delaware has long enjoyed stable and important advantages in the expertise of its judiciary and its extensive case law. These advantages are believed to be particularly important for firms with a controlling shareholder. This Article attempts to empirically measure the effect of Delaware incorporation on these controlled firms and thus helps us understand the market value of Delaware’s judiciary and case law. It finds, surprisingly, that controlled Delaware firms are actually slightly less valuable than similar companies incorporated elsewhere. This suggests that (1) Delaware does not create much, if any, premium in market value for controlled firms or (2) “lower quality” controlled firms—which would be less valuable regardless of where they incorporate—disproportionately pick Delaware. Either explanation runs counter to conventional wisdom in this literature. Finally, the results cast new light on the long-term effects of Delaware’s recent decisions weakening the doctrinal protection of minority shareholders embodied in M&F Worldwide and Synutra.
Fox, Edward. "Is There a Delaware Effect for Controlled Firms?" U. Pa. J. Bus. L. 23, no. 1 (2020): 1-48.