Last week, Delaware corporate law was on my mind, as it sometimes is. Thursday, alone, was a banner day for thinking, talking, and writing about Delaware corporate law. Tennessee Law had the pleasure of hosting Álvaro Pereira from Georgia State Law to talk about his work at the intersection of venture capital financings and Delaware corporate law. Earlier in the day, I was on the telephone talking to my Tennessee Bar Association colleagues about our April 2025 Business Law Forum that features a session on recent Delaware corporate law happenings.

Then, late Thursday, I learned that friend-of-the-BLPB Larry Cunningham also was thinking (and writing) about Delaware corporate law last week. In a Bloomberg Law article posted Thursday, Delaware Corporate Law Still Gold Standard Amid ESG Blowback, Larry pushes back against the wholesale federalization of corporate governance in response to the debate over the consideration of environmental, social, and governance factors in board decision making.

Delaware maintains its stature because it favors no one. Critics from the right declare it has adopted an anti-shareholder and approach sympathetic to the environmental, social, and governance movement, while critics from the left blame Delaware for stalling ESG. Logic suggests that one of these sides must be wrong. The reality is, they both are.

Among other things, Larry argues that the ESG corporate governance debate itself serves a public good and that Delaware responds by flexibly adjusting within what we lawyers might term a “range of reasonableness.”

While such competition is real, it has always helped Delaware maintain its leadership and double down on the reasons for the state’s success. Federal intervention risks replacing a rationally flexible system with a one-size-fits-all approach that would ignore the diverse needs of businesses across states.

Delaware’s system, built on moderation and business sense, provides the adaptability companies need while maintaining a robust legal framework. It’s this balance that has allowed Delaware to maintain its position as the gold standard for corporate law.

I always appreciate Larry’s perspectives on business law issues, even when we disagree. I enjoyed the Bloomberg piece as part of last week’s Delaware corporate law bonanza. The article is worth a read–even if you disagree.