I began writing about Nevada Corporate Law more than three decades ago with an article entitled "The Nevada Corporation: Is It A Good Bet?".  14 CEB California Business Law Reporter 259 (1992).  In the ensuing decades, I have published several more articles, numerous blog posts, and treatises on Nevada corporate law under three different publishers .  Recently, the Delaware versus Nevada debate has been heating up as a result of recent decisions by the Court of Chancery and the proposed reincorporation of TripAdvisor, Inc.   

Recently, Professor Anat Alon-Beck has entered the debate with an article entitled "Delaware Beware".  Professor Alon-Beck addresses the debate by looking at the incorporation decisions of "unicorns", start-ups that have raised substantial capital without public offerings.  This is significant because much of the current analysis and comment has focused on decisions by publicly traded Delaware corporations to reincorporate in Nevada and Texas.  

Despite the article's title, Professor Alon-Beck is not particularly concerned about Delaware's future:

This Article further rejects the “extreme claim” that state competition has resulted in a race  to the bottom.  In fact, I find  firm managers who can choose between laws that favor managers but reduce overall value or laws that  disfavor managers but increase overall value will choose the former [sic] because they want to raise capital from investors.  That is why, for example, states like Nevada are not going to take Delaware’s place; instead Nevada should be looked at as a market for lemons.  The real threat to  Delaware perhaps comes from the federal government, in the form of intervention via new corporate governance mandates.

(footnote omitted).  

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