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Should Law Schools Be Teaching California Corporate Law?
Thursday, February 27, 2025

It has been my experience that corporate law attorneys at national law firms tend to have a great deal of knowledge about and experience with Delaware corporate law. The reason for this is that Delaware has historically been the state in which most publicly traded companies are incorporated. Even when the client is not a Delaware corporation, courts in other states will look to Delaware precedents do the strong reputation of the Court of Chancery. Only a handful of publicly traded corporations are incorporated in California. Nonetheless, as a California lawyer I am often surprised at the lack of familiarity that many large law firms, including those with a significant presence in California, have with California corporate law.

A forthcoming paper by UCLA Professor Andrew Verstein argues "A teacher who stresses Delaware law in their teaching prepares their students for large, public company work, but ignores the laws applicable to the great mass of corporate practice". Importantly, Professor Verstein backs up his claim with data. In fact, his paper is based on a database of 100 million entity formations for all U.S. states dating back to the nation's beginning. Based on these data, Professor Verstein reaches the unexpected conclusion that Delaware is not first in incorporations. According to Professor Verstein, leadership belongs to California:

Yet, California has recently grown from a strong player to the very top state for corporate formations.

He also notes:

California has more than doubled its per-person rate of corporate formation during a period in which Delaware barely budged.

Nonetheless, it cannot be gainsaid that Delaware has the lion's share of publicly traded corporations whilst California has only a handful - primarily regulated entities such as utilities and banks. 

California's General Corporation Law differs significantly from the corporate laws of Delaware, Nevada and the Model Business Corporation Act. If Professor Verstein's analysis is correct, laws schools may be doing a disservice to their students by focusing on Delaware's General Corporation Law.

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