Paper revised in 2013.


Critics have charged that state competition in corporate law, which Delaware dominates, leads to a “race to the bottom” making management unaccountable. One metric of management accountability is forced CEO turnover, which we use to test the race to the bottom hypothesis. We compare California firms that choose to incorporate in California – the state with arguably the most restrictive corporate law rules – with those that incorporate in Delaware. We show that aspects of Delaware law attract firms that plan to grow through merger or acquisition and are vulnerable to shareholder lawsuits. We also document differences in corporate governance that correlate with Delaware incorporation. On the ultimate question, we show that firms incorporated in Delaware are no less likely to terminate CEOs in the wake of poor performance. Certain governance measures that correlate with Delaware incorporation increase likelihood of termination. The evidence presented here does not support the race to the bottom hypothesis.


Business Organizations Law | Organizations Law

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