Corporate Governance

The Don Quixote of Anti-Delaware Scholarship

By J. Robert Brown

The Race to the Bottom and my posts are criticized often enough (including by the Delaware courts) but I have to say I have never been disparaged through reference to a fictional literary character.  That honor has now been bestowed upon me.  JW Verret, an assistant professor at George Mason recently referred to me as "the Don Quixote of anti-Delaware scholarship".

Now it might be that this was intended as a complement.  After all, Don Quixote has been labeled one of the greatest works of fiction in history.  Or perhaps it was meant as a criticism of Delaware and the Delaware courts, characterizing them as windmills.  Alas, neither is likely correct.  The reference was apparently to what Verret considers, shall we say, quixotic attacks on the Delaware model.  Dictionary .com kindly labels quixotic as "extravagantly chivalrous or romantic; visionary, impractical, or impracticable".  We suspect that Verret means the alternative definition, "impulsive and often rashly unpredictable". 

His defense of the Delaware model is an appropriate topic to debate, although with additional federal preemption coming, there will be less of it to debate.  Moreover, with executive compensation as an indication of the consequences of the model, it is not an easy case to make.

Yet his analysis is, in the end, weakened by gratuitous and overbroad slaps at those in academia who have cause to criticize Delaware's approach to corporate governance ("I'm proud to say that Lucian has forgotten more about corporate governance than most of the anti-Delaware critics who have followed in his footsteps."), not to mention excessive praise for himself ("I will, however, offer that my viewpoint is far more informed than most of Delaware's critics."). 

It is reminiscent of the days when law and economics controlled legal analysis in the corporate area and shouted down anyone who did not agree with their reasoning.  In the end, personal attacks, much like saying it again louder, do not advance the debate.  Verret would have been more convincing had he stuck to the legal issues and avoided the personalities.  Otherwise, as Don Quixote said, "[b]y a small sample we may judge of the whole piece."  

Full post as published by The Race to the Bottom on February 06, 2010 (boomark / email).