Prof Christine Hurt at SMU posted a new paper, Texas, Delaware, and the New Controller Primacy in which she correctly identifies the new corporate governance era we are moving into as one in which the controller takes center stage. Rather than subjecting controllers to more rigorous regulation, the new era is one of deference to controllers. This is all of the same piece with the present goings-on in Dover surrounding SB 21 – whatever it takes to cater to the needs of the oligarch class, even at the expense of your 401(k)!
I’ve put together a little demonstrative (for my class) suggesting what the current controller-friendly climate looks like (nothing here is to scale!):
Here you can see Delaware’s shift to leapfrog over all the MBCA states in the general direction of controller friendly Nevada. For its part, Texas started in the MBCA group, but is in the process of adopting a Nevada-like codification of the business judgment presumption.
All hail the oligarchs! Welcome to the controller primacy era!
-bjmq