Delaware: Home of the World’s Most Expensive Raincoat

Abstract

Legal opinions are many things to many people. In academia they are used as data points to support certain theories about the law and to reject others. And so it is with the most anticipated decision in corporate governance in a decade: the August 9, 2005 ruling of Delaware's Chancellor Chandler in In re The Walt Disney Co. Derivative Litigation.' My idea is that this case tells us a great deal more about the jurisdictional competition for corporate charters and about the nature of the judicial process in Delaware than it tells us about corporate governance. In fact, my idea is that the opinion is purposefully vague about the contours of corporate law and corporate governance, which, I will argue, may have been the point of the exercise.