I'll be posting more later about the conference about Delaware corporate law we had here at UCLA this weekend, but as a matter of personal privilege I wanted to note that numerous speakers referred to the failure of North Dakota's effort to attract incorporations away from Delaware.
I'd like to point out that I predicted precisely that outcome:
In this short essay for a forthcoming symposium, I comment on the North Dakota Publicly Traded Corporations Act. North Dakota hopes that the Act will empower it to compete with Delaware in the market for corporate charters. In my view, North Dakota is doomed to failure. If state chartering competition is a race to the bottom, managers will prefer Delaware to North Dakota because the former facilitates the extraction of private rents. If state competition is a race to the top, investors will prefer the director primacy approach taken by Delaware to the shareholder primacy one adopted by North Dakota. Either way, North Dakota loses.
Bainbridge, Stephen M., Why the North Dakota Publicly Traded Corporations Act Will Fail (March, 18 2009). UCLA School of Law, Law-Econ Research Paper No. 09-07. Available at SSRN: https://ssrn.com/abstract=1364402 or http://dx.doi.org/10.2139/ssrn.1364402
To quote the great Will Sonnett, no brag, just fact.
