A 2025 Bainbridge on Corporations Retrospective
The 10 most popular posts of 2025
My first year on Substack has come to an end, with considerable growth. I’ve really enjoyed bringing you insights on corporate law and governance this year. Looking back, here are the ten posts that my readers liked best:
A Corporation is Not a Democracy
Shareholder democracy has been haunting my news feed aggregator for the last week.
Why I Still Teach Dodge v. Ford Motor Co.
I suspect most readers will be familiar with Dodge v. Ford Motor Co., possibly the most important corporate law case the Michigan Supreme Court ever decided (no offence to Michiganders in my audience; if you’re only going to have one, this is a pretty good one to have).
The Ongoing Decline in the Number of US Public Corporations
A blog post by John Jenkins at the invaluable TheCorporateCounsel.net blog alerted me to a blog post at DLA Piper, which in turn alerted me that the SEC created a Statistics & Visualizations page.
Andreessen Horowitz is Leaving Delaware for Nevada
Andreessen Horowitz today announced that it was moving its state of incorporation from Delaware to Nevada. Adding injury to insult, it urged other companies to do likewise and for new startups to choose Nevada rather than Delaware.
Making Delaware Corporate Law: The Players' Incentives Part I
Delaware corporate lawmaking used to be a fairly staid, stolid, and frankly sort of boring affair. To be sure, there were occasional raised eyebrow moments. But for the most part things sailed along pretty smoothly.
Coinbase's Implausible Explanation for DExiting
Coinbase, Inc., yesterday filed a Schedule 14C with the SEC. It disclosed that:
Verstein's Corporate Census Yields Provocative Implications About, among other things, Delaware's Dominance
My friend and UCLAW colleague Andrew Verstein’s new article, The Corporate Census, presents an amazing dataset of over 100 million U.S. business entity formations, spanning from the nation’s founding to 2024. (A quibble re the title: Verstein counts not just corporations but also unincorporated entities such as limited liability companies. Having said that, however, his data on “corporate formations” offers three distinct categories: all business entities; corporations; and LLCs. It is thus possible to draw conclusions not just with regard to all business entities but also with regard to corporations and LLCs standing alone.)
Delaware Supreme Court Reverses Chancellor McCormick and Reinstates Elon Musk's 2018 Tesla Compensation Plan
The Delaware Supreme Court today resolved the long-running litigation over Tesla CEO Elon Musk’s 2018 compensation plan. In a per curiam opinion, the Court reversed “the Court of Chancery’s rescission remedy” and awarded just $1 in nominal damages. It also modified Chancellor McCormick’s fee award, basing the award on based on
Beyond Price and Boilerplate: The Hidden World of Precedent Terms in Contract Law
In their groundbreaking paper "Precedent Terms," Vincent Buccola and David Hoffman have identified a fundamental blind spot in contract theory that has profound implications for how we understand commercial dealmaking. For decades, legal scholars have operated under what they call an "implicit binary" that divides all economically meaningful contract terms into just two categories: those that are negotiated and priced, and those that are standardized boilerplate.