The controversy surrounding Delaware’s Senate Bill 21 (SB21) is far from over. In this episode, we examine a major new legal challenge that raises fundamental questions about the democratic process and the enduring power of Delaware’s Court of Chancery. Joining us is Anthony Rickey, founding partner of Margrave Law, whose boutique practice centers on fiduciary duties and shareholder litigation. With his perspective from the front lines, Anthony offers valuable insight into what the Dropbox dispute means for Delaware’s future. He explains the constitutional questions at the heart of the case and why it’s difficult to predict how it will all play out. He also shares why he believes Delaware’s position in corporate law remains strong, highlighting its unmatched legal infrastructure and speed in resolving complex cases. Anthony looks ahead to what might come next in Delaware litigation and what competing states are doing to attract new incorporations. Tune in to learn what this most recent legal showdown reveals about the future of corporate governance in Delaware!

Key Points From This Episode:

• Background and context for the debate leading up to SB21.
• Ways that Delaware creates incentives for creative litigation and its effects.
• Why an overproduction of corporate law results in excessive litigation.
• Dropbox's announcement to leave Delaware and reincorporate in Nevada.
• How their departure was challenged and how this raises a constitutional challenge to SB21.
• Factoring in the centuries-old equitable power of Delaware’s Court of Chancery.
• Unpacking the long-term consequences of SB21 for Delaware.
• Why Anthony remains confident in Delaware’s appeal despite current legal uncertainty.
• Delaware’s unique “superpower” in resolving disputes: speed.
• A detailed example of expedited litigation in Martin Marietta, Inc. v. Vulcan Materials.
• Some of the top advantages that keep Delaware competitive.
• Predictions for the future of SB21 and Chancery litigation.
• How states like Texas and Nevada are branding their corporate laws.

Links Mentioned in Today’s Episode:

Anthony Rickey

Anthony Rickey on LinkedIn
Anthony Rickey on X
Margrave Law

‘Delaware’s Superpower’

Martin Marietta, Inc v. Vulcan Materials

‘Texas is Disrupting Delaware’s Dominance through Innovation’
E63: The Devil in the Details in the Delaware Debate over SB21
Amelia Martella on LinkedIn

Fordham University School of Law Corporate Law Center