Sunday, January 27, 2008
Branding the Small Wonder: Delaware's Dominance and the Market for Corporate Law, by OMARI SCOTT SIMMONS, Wake Forest University School of Law, was recently posted on SSRN. Here is the abstract:
The Delaware brand is to corporate law what Google is to search engines. Brands are of immense value in today's business environment and beyond. Brands have been used to describe a range of items such as products, people, sports clubs, and even geographic locations. In the market for corporate charters, Delaware, particularly its legal regime, is a brand. Delaware's preeminence in the market for corporate charters has lasted for nearly a century and Delaware shows no sign of relinquishing its dominance. Traditional accounts of Delaware's dominance, i.e., race-to-the-bottom theories, race-to-the-top theories and their progeny, provide an incomplete descriptive assessment of charter competition. The branding discussion provides an important missing chapter in the story of Delaware's sustained dominance. Unlike the proliferation of race theories over the past thirty years, active debate exploring the connection between branding and Delaware's competitive advantage in the charter competition context is underdeveloped. This article fills a gap in the legal literature and argues the Delaware brand is a mixture of tangible and intangible elements that has significant implications for Delaware, incorporating firms, and U.S. corporate governance.