Delaware 'King of the Deal Universe'

We already knew that Delaware was the land of corporations. But Steven Davidoff Solomon writes in DealBook that, because more than 60 percent of public companies are incorporated in Delaware, the state's judiciary are imposing their "worldview of deal-making" and influencing how other state courts interpret corporate law: the "concepts of impartiality and independence are the guiding principles of Delaware’s view of mergers and acquisitions. It means that Delaware is pushing for deals to be approved and vetted by independent directors. More important, these directors should obtain conflict-free advice that is both studied and considered. And a record should be made or else — so that the Delaware courts can carefully scrutinize the transaction." As a result, Davidoff Solomon reports that stapled financing--in which a bank would offer financing to prospective buyers of a company its advising during a deal--is all but dead. And companies, in order to avoid conflicts, now funnel deals "through independent directors advised by lawyers and bankers who are also independent."