June 6, 2025 | Charlotte, North Carolina We are pleased to announce that Director Lawrence Cunningham’s paper, “Governance Gurus: The Weinbergs of Goldman Sachs,” has been accepted for presentation at the 2025 Policy History Conference. The paper will contribute to the Center’s upcoming book, Boardroom Legacy: The Weinbergs of Goldman Sachs and the Evolution of Corporate Governance. The Policy History Conference is an interdisciplinary forum hosted by the Institute for Political History, the Journal of Policy History, and the Arizona State University Center for American Institutions. This year’s conference will be held in Charlotte, North Carolina.
Since 2002, the Policy History Conference has provided an interdisciplinary forum for presentations and roundtable discussions on policy history topics and recent policy history research. The conferences bring together academy scholars, independent scholars and graduate students to share their research. Many of the papers presented eventually appear in academic journals and other publications. A draft copy of the program will be available on this page after April 1.
Director Cunningham discussed the Weinberg Center’s book project, described below:
Director Lawrence Cunningham will serve on a panel entitled “How Business Governance is Changing and Why It Matters.”
Session Description: Business governance is evolving in response to legislative changes and market demands, particularly in states like Delaware and Texas.
This session will examine key updates to governance frameworks, focusing on how these changes impact compliance, risk management, and strategic decision-making. Attendees will gain critical insights into the shifting governance landscape and what these developments mean for board directors.
More information on this event is available on the NACD’s website.
Q & A Segment
An Evolving Landscape:What’s at Stake in the Incorporation Debate?
For more than a century, Delaware has been the leading jurisdiction for corporate America. While it remains the dominant choice, recent moves by a few high-profile companies—such as Tesla, Dropbox, and The Trade Desk—to reincorporate in states like Texas or Nevada have drawn attention to the broader landscape of incorporation options.
Though the number of companies making such moves remains small, the visibility and market capitalization of these firms have sparked renewed interest in how companies evaluate their incorporation decisions. These choices often reflect strategic considerations around risk management, governance preferences, and long-term identity.
Beyond the corporate implications, incorporation also affects state-level revenues and legal ecosystems. For smaller states like Delaware, where franchise fees contribute meaningfully to the budget, even modest shifts can have noticeable effects.
The following are highlights of the Q&A between Jane Sadowsky of the NACD and Lawrence Cunningham, Director of the Weinberg Center for Corporate Governance at University of Delaware
1. What advantages does your state offer public companies today?
Delaware offers a unique mix of many advantages. It’s the gold standard for incorporation, trusted by companies of all sizes.
Delaware courts have the most experienced and non-partisan corporate law judges in the world.
The legal community is highly sophisticated.
The executive and legislative branches understand how important corporate law is to the state and are extremely capable and responsive. The Secretary of State’s office is the envy of all other states.
The whole state works to strike the right balance—between shareholders and directors, and between large and small investors.
In Delaware, boards of directors are important actors in corporate governance, not rubber stamps. Not dummies who simply do what management wants, whether that’s good for shareholders or not.
It’s the traditional model—aligned with the NACD’s views of corporate governance.
The data reflects the continued confidence companies place in Delaware, which for a long time and today is home to:
70% of Fortune 500 companies
80% of U.S. IPOs, and
90% of start-ups.
We like to say, “in Delaware, you’re in good company.”
2. How does the Delaware judicial system contribute to the state’s leadership in corporate chartering?
Delaware courts are highly focused. In the Chancery Court, just seven judicial officers handle a huge number of corporate cases, and they’ve done it for decades. With 2.2 million companies organized there, Delaware sees all the disputes, including the most complex and high-stakes ones.
Some say Delaware can be unpredictable, but that misses the point. In any system handling that volume, there will be tough decisions. That’s not unpredictability—it’s the nature of nuance. In fact, Delaware’s deep case law makes outcomes much more reliable and explains why courts all over the world follow Delaware.
At the appellate level, Delaware has another edge. Its Supreme Court is just as focused and fluent in corporate law as its trial court—and Justices are appointed to long terms and appointments are required to have partisan balance which keeps politics out.
3. Is judicial experience or ideological alignment more important for today’s boards and executives?
Ideological alignment doesn’t play a role in Delaware corporate law. You won’t find it in Delaware’s statutes or cases. They talk about the internal workings of corporations, not political debates.
Delaware’s constitutional framework requires political balance on its courts. That keeps corporate rulings focused on law, not ideology.
What matters is judicial fluency in corporate life. Boards, managers and owners need judges who understand transaction details and governance pressures. That kind of fluency only comes with time in the field and on the bench.
4. From an investor relations or capital markets perspective—how does a move away from Delaware play with institutional investors, proxy advisors, or ratings agencies?
From an investor relations and capital markets view, leaving Delaware is like switching from IBM computers to an unknown brand. You’re moving away from a trusted, well-established standard to something unproven and uncertain.Without a good rationale to move, shareholders and other observers will be wary. If the goal is to avoid responsibility, that would raise red flags.
5. Some argue that the rise of state competition in corporate governance invites federal intervention. If federal government were to step in more aggressively on governance, who loses, shareholders, executives, or innovation?
Federal preemption is a real risk. State competition in corporate law keeps things balanced and healthy. But like any market, competition can go too far.
If states remove a meaningful role for boards or abandon shareholder primacy, that could cause serious problems.
The federal government has the power to step in—it has before, with Sarbanes-Oxley on audit committees and Dodd-Frank on compensation committees, for example. Delaware’s been very good at defending state-level competition—limiting federal intervention to specific inroads like those rather than a total takeover.
It’s unclear if other states have the same capability—or incentive. Chartering is an important business for the State of Delaware in a way it never will be for large states like Texas or California.
If Congress steps in too much, it would become the monopoly—offering no choice. It would also politicize corporate governance—as has occurred in the case of the shareholder proposal rule.That would hurt everyone concerned—other than the political class.
The Weinberg Center welcomed The Honorable Sam Glasscock III as its 2025 Weinberg Distinguished Speaker.
Following his recent retirement as Vice Chancellor of the Delaware Court of Chancery, the event recognized his two decades of distinguished judicial service. He served as Master in Chancery (now Magistrate) from 1999 to 2011 and as Vice Chancellor from 2011 to 2025.
April 17, 2025 | 12:00 noon to 2:00 pm ET | Young Conaway Stargatt & Taylor, LLP | Rodney Square | Wilmington, Delaware
To facilitate the occasion, we were joined by two of Vice Chancellor Glasscock’s former clerks who were then practicing corporate lawyers in Wilmington: Ashleigh Herrin of Wilson Sonsini and Abraham Schneider of Bayard.
The conversation centered around the creation of corporate law through equity jurisprudence. Vice Chancellor Glasscock was well known as a consummate practitioner of the judicial craft, rendering equitable judgments that faithfully balanced the contending interests while drawing inspiration and offering illumination from art, literature, science, and other branches of knowledge.
This program was complimentary, but advance registration was required. Seating may have been limited and registrations were secured on a rolling basis. If you had questions, you were encouraged to email Nicole Rich: nrich@udel.edu
March 14, 2025
Time: All day
Location: Clayton Hall, University of Delaware, Newark DE
John L. Weinberg/IRRCi Research Paper Competition
The John L. Weinberg Center for Corporate Governance and the Department of Finance at the Lerner College of Business and Economics at the University of Delaware will host the 2025 annual Corporate Governance Symposium on March 14, 2025. The winners of the 2025 John L. Weinberg/IRRCi $10,000 Research Paper Award competition will be announced during the program.
Leaders from prominent university corporate governance centers, including WCCG Director Lawrence Cunningham, gathered for a discussion on one of the hottest topics in the field: Delaware’s continued leadership in the corporate chartering business.
Panelists
Lawrence A. Cunningham, Director, John L. Weinberg Center for Corporate Governance, University of Delaware, Alfred Lerner College of Business and Economics, and Henry St. George Tucker III Research Professor of Law Emeritus, The George Washington University Law School.
Sean J. Griffith, Former Director, Fordham Corporate Law Center, and T. J. Maloney Chair in Business Law, Fordham University Law School.
Dorothy S. Lund, Co-Director, Ira M. Millstein Center for Global Markets and Corporate Ownership, and Columbia 1982 Alumna Professor of Law, Columbia University Law School.
Edward Rock, Co-Director, Institute for Corporate Governance & Finance, and Martin Lipton Professor of Law, New York University Law School.
Moderator
Anna T. Pinedo, Capital Markets Partner, Mayer Brown, Adjunct Professor, The George Washington University Law School, and Member of Advisory Board of The George Washington University Center for Law, Economics & Finance (C-LEAF).
From Boom to Backlash: Guiding Directors in a Shifting ESG Landscape
Time: 2:00 pm – 5:00 pm
Location: Clayton Hall, University of Delaware, Newark, DE
In-Person Program Reception to follow.
This program has been approved for 2.6 Delaware CLE credits and 2.5 Pennsylvania CLE credits
This interactive gathering marks the fourth annual event addressing director duties amid the waxing and waning of the ESG movement, hosted by the Weinberg Center at the University of Delaware, led by John W. White of Cravath, Swaine & Moore and Lawrence Cunningham of the Weinberg Center. Our panelists, representing a wide cross-section of perspectives, will offer practical advice tailored to corporate directors as well as those who advise them and university students interested in related topics.
Rather than focusing on specific ESG rules or challenges to them, this session will explore how directors can fulfill their duties effectively amid a landscape of shifting expectations and mounting criticism, from ESG backlash to “green hushing.” The group will also delve into the importance of reliable data for ESG and other corporate disclosure, addressing how to ensure that directors and investors receive useful information.
The discussion will revisit key themes such as board oversight and the role of corporate leadership in addressing ESG debates, while offering updated perspectives on the growing pushback against ESG. Other new topics this year include how directors can reconcile ESG issues with their primary responsibilities of overseeing CEOs and shaping corporate strategy, and where the line should be drawn between board oversight and managerial discretion on ESG topics.
An underlying theme: even as debate over ESG continues, directors’ fundamental functions and duties remain stable. Our goals are to empower directors, their advisors, and the next generation of accounting and finance professionals with the insights they need to excel.
From Boom to Backlash Panel, February 13, 2025 Panelist Michael Montelongo, Delaware State Treasurer Colleen Davis, and WCCG Director Lawrence Cunningham
Confirmed Participants
Donna Anderson (T. Rowe Price)
Michael Arnold (Cravath, Swaine & Moore)
Paul Beswick (Ernst & Young)
Lawrence Cunningham (University of Delaware)
Mary Francis (Chevron Corporation)
William Lafferty (Morris Nichols Arsht & Tunnell)
Michael Montelongo (GRC Advisory Services)
Polia Nair (CohnReznick)
Anne Sheehan (PJT Camberview)
Kent St. Pierre (University of Delaware)
John White (Cravath, Swaine & Moore)
Student Writing Competition: Cash Prizes
As part of this panel discussion, the Center will host a writing competition for students from the University of Delaware and other universities, including Delaware Law, Delaware State, Drexel, Maryland, Penn, St. Joe’s, Temple, Villanova, and Wilmington University. Students who attend the panel (in full or for the majority) will be invited to submit a short paper (1000 to 2000 words) summarizing the discussion, highlighting major themes, outlining key takeaways, and identifying open questions for debate. Submissions will be due by 5:00 pm ET February 20. Submissions may be written by single or multiple authors. The Center’s staff and leadership will review all submissions and choose the three best papers; each paper will be awarded a $500 prize. Tip for students: Take advantage of the reception afterwards to network with experts, build connections, and gain valuable insights to strengthen your paper.
