Contrary to the nattering of anti-Delaware fanatics, with their "race to the bottom" nonsense, I tell my students that one of the big reasons Delaware is the state of choice for incorporation is that the volume of Delaware law is sufficiently high that most questions have answers. In contrast, to pick the state with the biggest economy, you cannot say the same thing about California. Keith Paul Bishop offers what I regard as a case in point:
Although Caremark was decided more than a decade ago, no California appellate court has adopted it in a published decision. The Court of Appeal cites Caremark in Leyte-Vidal v. Semel, 220 Cal. App. 4th 1001 (2013). Caremark also makes an appearance in Robbins v. Alibrandi, 127 Cal. App. 4th 438 (2005) but the court cites it with respect to the standard of review to be applied to settlements. Superior Court Judge Peter H. Kirwan did sustain a demurrer to Caremark claims in In re Apple E-Book Deriv. LItig., 2015 Cal. Super. LEXIS 2655. Apple is a California corporation and Judge Kirwan did not explain why he believed that a claim fashioned by a trial court in another state was the law in California.
