In 2023, Robert J. Rhee published The Irrelevance of Delaware Corporate Law in the Journal of Corporation Law.20 Rhee's article is the most developed recent statement of the irrelevance thesis that Black had planted in 1990 and that Kahan and Kamar, Bebchuk and Cohen and Ferrell, Anderson and Manns, Anderson, and Bartlett and Partnoy had developed across two decades. Drawing on a hand-collected sample of 413 Fortune 500 firms over the 2015 to 2019 period, Rhee argues that for the modal large public company, Delaware corporate law has at most a marginal effect on firm value, governance behavior, and operational outcomes. The differences between Delaware and the most plausible alternatives, on Rhee's reading of the evidence, are small enough that whether a firm is incorporated in Delaware or somewhere else is largely a matter of professional convention rather than substantive consequence. Rhee is not the whole pre-Delaware-Exit baseline, however: the parallel institutional-process literature traced through Phase 5 — Rock, Fisch, and the lawmaking line — asks a different question, namely how Delaware law works through judicial norm-production, reputational discipline, and procedural architecture even when announcement-day price effects are small.
Rhee's article is the pre-Delaware-Exit baseline. The event-study null result reported on this site — a mean cumulative abnormal return (CAR over the multi-day announcement window) of approximately negative 0.22 percent across 49 announcements with a p-value of approximately 0.60 (cohort event-study battery, June 2026 run; the dedicated cohort event-study page is in preparation); this is methodologically distinct from the single-day Day-0 abnormal return of approximately +0.02% reported on the Corporate Governance Foundations page for the same cohort — is consistent with an irrelevance interpretation, but it does not exclude smaller effects, distributional effects, litigation-channel effects, or institutional-process effects that the announcement-window methodology is not designed to detect. The post-2023 literature tests Rhee's irrelevance thesis from several directions: market-price evidence, controller-governance doctrine, shareholder-disenfranchisement theory, institutional-process accounts of Delaware lawmaking, and the fiduciary-liability and corporate-personhood lenses introduced in Phase 8.
A parallel federal-overlay strand runs alongside the state-competition arc and conditions every Phase 8 question. John C. Coffee, Jr.'s 2021 piece in the Brooklyn Journal of Corporate, Financial and Commercial Law, The Coming Shift in Shareholder Activism: From “Firm-Specific” to “Systematic Risk” Proxy Campaigns (and How to Enable Them), argues that the Engine No. 1 ExxonMobil campaign exemplifies a new form of activism targeting portfolio-level systematic risk rather than firm-specific returns — a structural change that connects the institutional-investor era of Phase 5 to the controlling-shareholder, federal-pre-emption, and political-economy questions that frame the post-SB 21 / SB 29 reform landscape.58