All CEOs, CFOS, general counsels, and board members in Delaware incorporated companies must read this research from Stanford's Joe Grundfest. Joe could be the #1 voice on corporate governance. Something is awry in Delaware and you should know the risks. papers.ssrn.com/sol3/papers.cf…
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Also, Texas new law (SB29) fixes many of the Delaware problems. I.e., you can require 3% share threshold for a derivative suit. This will fix the "ambulance chaser," "no real plaintiff" problem such as in the Tesla case. Other changes here: