Corporate boards’ loss of faith in Delaware’s elusive new ‘good faith’ contrivance

Source: Fortune ·

Corporate boards’ loss of faith in Delaware’s elusive new ‘good faith’ contrivance

No checklist or process can secure "good faith" now.

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Could the corporate flight from Delaware accelerate amidst the controversial Cloudflare Delaware court decision? Over two-thirds of Fortune 500 firms and 70% of U.S. initial public offerings are incorporated in Delaware given the historic predictability and consistency of its specialized court system; but sadly times are changing. A controversial recent court decision in a widely watched case involving Cloudflare has resparked fresh fears that the unfortunate corporate exodus out of Delaware will only accelerate from here. A disclosure before anything else Cloudflare’s special committee retained us, based on our four decades of recognized governance expertise, to present our widely published research on when companies with dual-class shares outperform and when companies with dual-class shares underperform as the committee deliberated its dual-class share structure. We shared with the committee what we have published for years in academic outlets and in Fortune, as well as elsewhere.…

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