Democracy and Delaware: The Mysterious Race to the Bottom/Top

Corporate law scholarship has focused on the role of the states as competitive actors in producing corporate law. The standard story is that states compete to provide corporate law options for businesses, producing a race to the top or a race to the bottom in which corporate law is created by market rather than political processes. This story is deeply implausible: Though states are constrained, they are far from powerless. There can be no escape from politics in determining law.