BarbriSFCourseDetails
  1. keyboard_arrow_leftBack

Course Details

Course Information
  • smart_display Format

    Live Online with Live Q&A

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Corporate Law

Date & Time
  • event Date

    Thursday, July 17, 2025

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$297.00

This course is $0 with these passes:

CLE
ALL

This CLE webinar will update corporate counsel on recent changes in the DGCL, decisions from the Delaware Court of Chancery, and responsive actions by states seeking to draw corporations away from Delaware.  

Faculty

Jonathan R. Macey
Sam Harris Professor of Corporate Law, Corporate Finance, and Securities Law
Yale Law School

Professor Macey is Sam Harris Professor of Corporate Law, Corporate Finance, and Securities Law at Yale University and Professor in the Yale School of Management. From 1991 – 2004, he was J. DuPratt White Professor of Law, Director of the John M. Olin Program in Law and Economics at Cornell Law School, and Professor of Law and Business at the Cornell University Johnson Graduate School of Business. Professor Macey earned his B.A. cum laude from Harvard in 1977, and his J.D. from Yale Law School in 1982, where he was Article and Book Review editor of The Yale Law Journal. In 1996, he received a Ph.D. honoris causa from the Stockholm School of Economics. Following law school, Professor Macey was law clerk to Judge Henry J. Friendly on the U.S. Court of Appeals for the Second Circuit. He is the author of several books including the two-volume treatise, Macey on Corporation Laws, published in 1998 (Aspen Law & Business), and co-author of two leading casebooks, Corporations: Including Partnerships and Limited Liability Companies (2003 Thomson West), which is in its eighth edition, and Banking Law and Regulation (2002 Aspen Law & Business), which is now in its third edition. Professor Macey also is the author of over 100 scholarly articles. His recent articles have appeared in the Banking Law Journal, the University of Chicago Law Review, the Stanford Law Review, The Yale Law Journal, the Cornell Law Review, the Journal of Law and Economics, and theBrookings Wharton Papers on Financial Institutions. Professor Macey has published numerous editorials in such publications as The Wall Street Journal,Forbes, The Los Angeles Times, and The National Law Journal.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
Benjamin Edwards
Professor of Law
William S. Boyd School of Law

Professor Edwards joined the faculty of the William S. Boyd School of Law in 2017. He researches and writes about business and securities law, corporate governance, arbitration, and consumer protection. Prior to teaching, Professor Edwards practiced as a securities litigator in the New York office of Skadden, Arps, Slate, Meagher & Flom LLP. At Skadden, he represented clients in complex civil litigation, including securities class actions arising out of the Madoff Ponzi scheme and litigation arising out of the 2008 financial crisis. Professor Edwards writing has appeared in the Northwestern University Law Review, Washington and Lee Law Review, University of California Davis Law Review, Georgia State Law Review, William & Mary Law Review Online, Virginia Law and Business Review, Michigan Business and Entrepreneurial Law Review, Journal of Business and Securities Law, Virginia Journal of Social Policy and the Law, InvestmentNews, Wall Street Journal, Salon, The Hill, The Washington Post, BloombergView, Oxford Business Law Blog, Columbia Blue Sky Blog, and The Daily Beast. He also writes regularly for the Business Law Professor blog. 

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio

Description

Delaware is the legal residence for more than 2 million entities, including two-thirds of Fortune 500 companies. Delaware collects billions of dollars in revenue through corporate registration activity. In 2024, for the first time, more companies in the Russell 3000 Index left Delaware than moved to the state.

Recently, a half dozen billion-dollar corporations left Delaware for Nevada, Texas, and Indiana. Dozens more are considering proposals to move in what many are calling "Dexit" (a nod to "Brexit," the UK's departure from the EU).     

Unfavorable case decisions like Tornetta v. Musk II gave pause to major corporations, heightened Delaware lawmaker anxiety, and catalyzed rapidly adopted legislation intended to strengthen corporate insider protection and shore up eroding corporate confidence. Texas and Nevada likewise seized the opportunity to tweak their own legal landscapes in a battle for the hearts and minds of corporate America. 

Critics claim these changes upset decades of thoughtful Delaware legislation and jurisprudence, bringing disadvantage to common investors like pensioners and middle-class savers, while enabling billionaires and corporate insiders room to violate their fiduciary duty.

Listen as our expert panel covers the advantages and disadvantages of incorporating in Delaware, Texas, or Nevada, including discussion on the factors influencing state choice and the ethical and fiduciary implications for directors and comparative shareholders rights. Help answer the question, "Should your company join Dexit?"  

Outline

I. Introduction: purpose and context

II. Why Delaware? Historical dominance, infrastructure (DGCL and Court of Chancery)

III. Rise of Dexit and corporate migration

A. Case catalysts: Tornetta v. Musk II

B. Statutory catalysts: Delaware's SB21, responses in DE, TX, NV, and beyond

IV. Challenges within the Delaware framework

A. Shifting definitions and standards

1. Redefined terms; "controlling shareholder, "controlling stockholder transaction," etc.

2. Evolving standards for director independence, cleansing, coverage of governance conflicts, inspection rights

3. Standard of review for conflicting transactions - from Sinclair Oil to "entire fairness"

V. Advantages and disadvantages to Delaware, Texas, and Nevada incorporation 

A. Strategic considerations

1. Nature and size of the business

2. Legal predictability or flexibility

3. Cost and tax implications

4. Shareholder litigation potential

5. Investor preferences

VI. Ethical and fiduciary implications

VII. Conclusions: Will Dexit be widespread?


Benefits

The panel will review these and other key issues:

  • Assess the risk/reward of state incorporation decisions considering fast-moving developments (e.g., Tornetta v. Musk II, SB21, Texas corporate law changes)
  • Gain an updated view of directors' and officers' obligations, the standard of review in conflicted transactions, and how these vary dramatically by jurisdiction
  • Guidance on shareholder litigation exposure under Delaware's "entire fairness" vs. Nevada's and Texas' more lenient business judgment rules
  • Assist understanding of inspection rights and litigation triggers under different legal regimes
  • Encourages discussion of ethical implications and helps counsel provide holistic guidance to boards or clients weighing their incorporation options