In a lengthy post yesterday, Professor Stephen Bainbridge advanced the following argument:

Delaware corporate law is not perfect. It's not even close to perfect. Nothing created by humans ever is. But the corporation is the foundation of our economy and Delaware corporate law is the engine that makes it run. I firmly believe that federal preemption of corporate law is a terrible idea.

While I believe that Delaware's corporate law regime has been oversold, I share Professor Bainbridge's opposition to federalizing corporate law because I am supporter of federalism and the "laboratories of the states".* States, however, can not be laboratories of corporate governance if they become Hotels California in which it becomes difficult, if not impossible, to check out.

That is why I believe that Vice Chancellor Paul A. Fioravanti, Jr.'s recent ruling in Gunderson v. The Trade Desk, Inc., 2024 WL 462207 (Nov. 8, 2024) was a positive development for Delaware and federalism. See This Delaware Doctrine Makes Nevada Conversions Easier. The causes of Delaware and federalism would also be advanced if the Delaware Supreme Court overrules Vice Chancellor J. Travis Laster's ruling in Palkon v. Maffeii, 2024 WL 678204 (Del. Ch. Feb. 20, 2024). The Supreme Court heard that appeal late last month.

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*" It is one of the happy incidents of the federal system that a single courageous State may, if its citizens choose, serve as a laboratory; and try novel social and economic experiments without risk to the rest of the country. This Court has the power to prevent an experiment." New State Ice Co. v. Liebman, 285 U.S. 262, 311 (1932).