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"Part 2: Delaware’s Lasting Legal Advantage Delaware Civics 101 Special Series: The Corporate Capital sponsored by the Alliance to Protect Delaware’s Future Thanks to the gold-standard reputation of the state’s legal system, rulings by Delaware’s Chancery Court often reverberate far beyond the state’s borders, and can even change how business is done around the world. That longstanding expertise in complex corporate legal matters is a big reason why millions of entities have made their legal homes in Delaware, confident their cases will be handled with agility, efficiency, predictability, and objectivity. Built and refined over the course of two centuries, Delaware’s corporate law industry has helped fuel the state’s prosperity – and the nation’s economic ambitions – for generations.   “A byproduct of our independent judiciary is our wealth of case law spanning over 230 years, replete with a number of iconic Delaware cases,” said Rod Ward, president and chief executive officer of Delaware-based Corporation Service Company, in his 2025 Delaware State Chamber of Commerce keynote speech. “These cases are the building blocks, guideposts, and guardrails for corporate practitioners.” That outsized influence on business affairs is also a reflection of the broader system that has been built up around the court. Delaware’s corporate law dominance is about far more than the laws themselves, former Delaware Supreme Court Justice Karen L. Valihura said at a recent speech at the University of Delaware’s Weinberg Center for Corporate Governance. “It’s a comprehensive, symbiotic and synergistic system of specialized courts, a proactive General Assembly, attorneys skilled in corporate law, and a highly efficient Division of Corporations within the Secretary of State’s office,” she said. Delaware’s corporate ascendancy dates to 1899. Before then, a company could be created only by a special act of the legislature; that year, Delaware adopted its first general corporation law — a set of deliberately flexible rules that let businesses incorporate by filing a certificate with what is now the Secretary of State’s office. The approach allowed Delaware to supplant New Jersey, until then the nation’s leading home for corporations, and it has held that lead ever since. It’s been more than 100 years since Delaware crafted its corporate legal code, but its appeal endures. Today, more than 2.2 million businesses are incorporated here, with 334,461 forming just last year. More than two thirds of Fortune 500 companies call Delaware home, and nearly 70% of U.S. public offerings were registered here as of 2025. Corporate franchise benefits us all Those numbers are more than a point of pride. Delaware’s corporate franchise accounts for more than a third of the state’s revenue – money that pays for schools, roads and public services, and helps Delaware operate without a sales tax. Ward calls the system a “community asset,” and he means it plainly: Much of what keeps the state running is funded by the companies that choose to make their legal homes here. Like any system that has lasted, Delaware’s rests on a stable foundation – one that Delaware’s corporate bar describes as four pillars: an expert, politically balanced court system; a fast, service-minded administrative apparatus; a flexible statute that balances the interests of shareholders and boards and is insulated from political interference; and a responsive legislature. No single one of them explains Delaware’s standing, but together, they do. The first pillar is the one most people picture: the courts. Delaware’s Court of Chancery is prized for resolving complex business disputes quickly and in an expert manner – and, just as important, for treating the interests of shareholders and corporate boards as equally deserving of protection with thoughtful balance. Its judges are chosen for their expertise and their independence, and are why companies and investors alike trust Chancery’s rulings to turn on the law and the facts. The Delaware Supreme Court also acts methodically and carefully and has rendered a number of important business decisions, in line with the expectations of the business world, in recent years. The second pillar is the machinery that keeps everything moving: the Secretary of State’s office and its Division of Corporations. Both are built for speed and service, often processing filings in hours rather than days. For a company that needs to issue stock to fund an initiative or close a deal on a deadline, that responsiveness is not a nicety – it can be the difference between getting the deal done and missing the window. Delaware also has a deep bar of corporate practitioners and litigators expert in Delaware law, a key differentiator for the state. Companies get flexibility, reliability The third pillar is the code itself – the Delaware General Corporation Law – and the state Constitution that stands behind it. Under Article IX, amending the DGCL requires a two-thirds majority of the General Assembly, and lawmakers cannot rewrite any single company’s charter on a one-off basis. That safeguard keeps the rules of corporate life stable and above short-term politics, an assurance that matters as much to shareholders as it does to boards. Within that frame, the DGCL sets broad standards rather than hard-and-fast rules, giving companies room to structure their own governance while protecting the rights of the shareholders they answer to. It also adapts as their needs change – a large part of why it has lasted so long. In reams of pages, the DGCL lays out the broad legal standards of proper corporate governance, but seeks to do so in a way that doesn’t impede success or micromanage affairs. Its concepts are intentionally flexible, giving companies room to run their own affairs while holding them to standards that protect shareholders. The code’s annual updates are guided by the diverse, bipartisan Corporation Law Council of the Delaware State Bar Association – practitioners who represent companies and shareholders alike – which reviews the DGCL each year and recommends the changes needed to keep it modern and balanced. Those yearly updates help keep the code current in an evolving business climate. The state’s legislature and executive office are capable of acting quickly to adjust […]"

"Part 1: Businesses are still choosing Delaware Civics 101 Special Series: The Corporate Capital sponsored by the Alliance to Protect Delaware’s Future In so many ways, there’s no better place to be than Delaware. That’s certainly true for about 2.2 million businesses that continue to call our state home, even as other states work to claim Delaware’s title as the nation’s corporate capital. After decades of dominance as the preferred legal home for U.S. corporations, Delaware still stands above the ever-increasing competition, thanks to a time-tested mix of expert courts, nimble laws, and a responsive state government. Here’s a look at why that really matters – to every Delaware resident, and to the state’s continued prosperity. In 2025 alone, 334,461 new business entities were formed in the First State, a 15% increase over 2024. Despite some calls for companies to exit Delaware, many businesses clearly have good reasons for sticking with a longtime winner. No other state has a business court that’s produced decades’ worth of tested case law. No other state can claim as many expert litigators, experienced judges, and reliable precedents. No other state combines those legal resources with compelling advantages, especially for firms seeking venture capital and growth. And no other state has Delaware’s ability to nimbly pivot as business needs change, thanks to a legal and policy framework built to keep improving. “Here in Delaware, we have an amazing legacy – a foundation, built upon over 230 years of experience of testing, of trial and error, of navigating new territory, course-correcting when necessary. This puts us far ahead of the pack,” said Karen L. Valihura, a former Delaware Supreme Court Justice, and founding director of the Corporate Law, Governance and Practice Institute at Wilmington University’s Farnan School of Law,  at a June 2026 speech at the University of Delaware’s Weinberg Center for Corporate Governance. The stakes are easy to overlook until you count them. Delaware’s standing as the nation’s corporate home underwrites a meaningful share of the state’s revenue; supports thousands of high-skill jobs in law, finance, and corporate services; and helps hold down the tax burden carried by ordinary residents. Should that standing erode, the shortfall would land squarely on Delaware families in the form of higher costs, fewer services, or both. Keeping the franchise strong is, quite simply, keeping Delaware strong. A century-old tradition thrives today It all began in 1899, when the state first crafted a set of laws encouraging businesses to make their home here, freeing themselves from the cumbersome and often corrupt process of incorporating through individual state legislatures. From the start, the new regulations were also designed to give businesses a more reliable and predictable legal forum, one that stayed well clear of political influences, but provided the latitude needed to succeed. That insulation from politics is built into the system: In Delaware, the legislature cannot dictate that corporations make partisan business decisions to advance a liberal or a conservative agenda — a protection its corporate citizens find nowhere else, and one that matters as much to investors as it does to boards. Businesses also appreciate that those fair, non-partisan approaches carry over into Delaware’s highly specialized business court, known as the Court of Chancery. Its judges – known as chancellors — have heard business disputes for over 100 years, building a repository of case law that still sets the gold standard across the country. Delaware’s legal system has long ranked at or near the top of national surveys of business litigation, earning praise for judicial competence, impartiality, and fairness for both business leaders and shareholders. Those chancellors oversee a legal framework that is designed to help businesses foster their own success. It’s an approach that seeks to be broadly enabling, rather than prescriptive and restricting. That philosophy starts at the top with the state Constitution, which says corporate matters should be decided by a framework of laws rather than by the whims of the General Assembly. Known as Delaware General Corporation Law (DGCL), the framework was designed to give corporations confidence that the law will apply consistently, yet give them the flexibility to adapt to changing circumstances, guided by experts from the Delaware State Bar Association’s Corporate Law Council who review the laws each year. “Delaware’s judiciary remains one of the strongest, most diligent, and most responsive judicial bodies in our nation,” said Lawrence Hamermesh, emeritus professor at Widener University Delaware Law School, in a 2025 Delaware Business Court Insider article. “Its reputation for excellence has developed over generations, with the best corporate law practitioners from all across the world having contributed to Delaware’s jurisprudence.” Smooth-running system earns respect Outside of courtrooms and legal codes, Delaware’s business-oriented bureaucracy offers its own kinds of benefits. Government agencies like the Secretary of State’s office and the Division of Corporations are lauded for being responsive and customer oriented. Corporate filings here are often processed in hours, not days — critically important to a firm that needs to issue stock to raise funds, or act swiftly for the benefit of investors. That responsiveness runs from the courtroom to the statehouse. When business leaders raised concerns about clarity in corporate decision-making, Delaware acted — updating the General Corporation Law and reaffirming the balance that has long defined it. “Delaware is the best place in the world to incorporate your business,” Governor Matt Meyer said on signing that update into law, “ensuring clarity and predictability, balancing the interests of stockholders and corporate boards.” “Delaware’s strength has always been its ability to grow without losing sight of its core principles: predictability, fairness, and adaptability,” said Rod Ward, president and chief executive officer of Delaware-based Corporation Service Company, a world leader for business, legal, and financial services, in his 2025 Delaware State Chamber of Commerce keynote speech. With that solid system in place, Delaware has also been able to cultivate a broad foundation of support services that help keep it all running smoothly — while boosting the state’s own economic vitality by employing thousands in highly […]"