SMU Cox Corporate Governance Initiative · v3.84-rev5z · 2026-04-30 · Back to dashboard · Methodology · Cohort event study · References · Legal & litigation
The question this page addresses is the question every reader of the Reincorporation Tracker will eventually ask: does it actually matter where a public company is incorporated? The answer — built across nearly a century of corporate-law scholarship — is more contested, and more consequential, than its lay treatment suggests. This page presents the literature in eight chronological phases, from Adolf Berle and Gardiner Means's 1932 foundational treatise on the modern corporation, through the race-to-the-top and race-to-the-bottom debate of the 1970s, through the empirical state-competition era of the late twentieth century, through the 2023 publication of Robert Rhee's The Irrelevance of Delaware Corporate Law, and into the Delaware-Exit episode that began with the January 2024 Tornetta v. Musk opinion and is the subject of the firm-by-firm cohort tracked on this site.
Every substantive claim is footnoted in Bluebook 21st-edition format with an explanatory note describing what the source contributed. Each footnote links to an official source — the Securities and Exchange Commission's EDGAR system for filings, the relevant state legislature for statutes, the issuing court (or CourtListener) for opinions, and a publisher/DOI page, SSRN copy, or institutional repository for journal articles, working papers, and pre-prints.
Modern corporate-governance scholarship begins with a single book. Adolf A. Berle Jr. and Gardiner C. Means published The Modern Corporation and Private Property in 1932, in the depths of the Great Depression, and it remains the foundational treatise of the field nearly a century later.1 Berle and Means's central observation was that the modern public corporation suffers from a structural separation between ownership — held by tens of thousands of dispersed shareholders — and control — exercised in practice by a small group of professional managers. Because no individual shareholder has either the information or the incentive to monitor management closely, managers are largely free to act in their own interest rather than in the interest of the residual claimants whose capital they deploy.2
The implication for corporate law was direct. If shareholders cannot discipline managers through markets alone, then law has to do the work — through fiduciary duties enforceable in court, through the requirements of the corporate charter, and through the rules governing the election and removal of directors. The presumption that corporate law matters because someone has to discipline managers is the unquestioned premise on which every subsequent debate in this literature rests. The eight phases that follow are best understood as a long argument about how much it matters, in what form, and whether the empirical evidence ever caught up to the theoretical claim.
For four decades after Berle and Means, the assumption that corporate law mattered went largely unexamined. The first sustained challenge — and the framing that has dominated the field ever since — came from William L. Cary in 1974. Cary, writing in the Yale Law Journal, argued that interstate competition for incorporations had produced a "race to the bottom."3 States, Cary observed, derive substantial revenue from incorporation fees and franchise taxes, and they have therefore raced to attract incorporations by offering the corporate statute most permissive to managers — the lowest standard of accountability to shareholders. Delaware, Cary argued, had won this race by being the most permissive of the fifty states, and the result was an erosion of shareholder protection that no individual state had a private incentive to reverse. Cary's prescription was federal preemption: a uniform federal corporate law that would set a floor below which the state competition could not push.
Three years later, Ralph K. Winter responded in the Journal of Legal Studies with what has become the canonical defense of state competition.4 Winter argued that Cary had the economics backwards. States compete for incorporations on quality, not on laxity, because the price at which a company can raise capital depends on the protections its corporate law affords investors. A state that offers managers a license to expropriate shareholders will see firms incorporated there trade at a discount, and the demand for that state's corporate code will collapse. The competition Cary feared, Winter argued, is precisely the mechanism by which good corporate law gets selected. Winter's view — often called the race to the top — became the dominant conventional wisdom for the next two decades, and Cary's federal-preemption prescription faded.
The two papers together set the analytic frame for everything that follows. Every subsequent piece in this literature can be read as an empirical or theoretical contribution to one side of the Cary-Winter debate, or — beginning in 1990 — as an argument that the debate is mis-specified.
The first major break from the Cary-Winter race frame came in two forms, in adjacent years. Jeffrey N. Gordon's 1989 piece in the Columbia Law Review, The Mandatory Structure of Corporate Law, challenged the strongest private-ordering version of corporate law by emphasizing that corporate law contains mandatory architecture — rules about governance structure, fiduciary obligation, and decision rights that cannot be reduced entirely to contract.37 Gordon's point matters for this site because reincorporation is not merely a menu choice among default rules; it is a change in the legal architecture that allocates authority among shareholders, boards, controllers, courts, and legislatures.
In 1990, Bernard S. Black published Is Corporate Law Trivial? A Political and Economic Analysis in the Northwestern University Law Review.5 Black observed that the operative differences between state corporate codes — the actual variation in fiduciary standards, voting rules, and remedial provisions — are remarkably small. Most of the apparent variation, he argued, is either default rules that firms can and do contract around, or doctrinal vocabulary that points to substantively similar behavior.
If the differences between state corporate codes are small, then the choice of incorporation state should have correspondingly small effects on firm value, governance behavior, and operational outcomes. This is the proto-irrelevance thesis. Black's 1990 article supplied an early and explicit triviality formulation that the later irrelevance scholarship would revisit. Together, Gordon and Black mark the moment the relevance question became live in a way that neither Cary's race-to-the-bottom nor Winter's race-to-the-top had contemplated: Gordon by insisting that some part of corporate law is non-negotiable, Black by asking whether the negotiable part is large enough to matter.
Between the mid-1980s and the early 2000s, the corporate-law literature moved from theory to data. A sequence of empirical studies asked, in increasing methodological sophistication, whether the state in which a firm incorporates actually moves firm value or governance behavior. The earliest of these studies — Peter Dodd and Richard Leftwich's 1980 paper in the Journal of Business6 — used the event-study methodology that had recently been developed in financial economics to ask whether the announcement of a reincorporation produced an abnormal stock-price reaction. Dodd and Leftwich found small and statistically modest effects, mostly positive, around proxy mailings. The methodology they introduced — measuring market reaction in a narrow window around the filing event — is the methodology this Tracker uses today.
Roberta Romano's 1985 piece, Law as a Product, in the Journal of Law, Economics, and Organization, set out the foundational state-competition framework, arguing that incorporation is best understood as a product market with Delaware as the dominant supplier.7 Jeffrey Netter and Annette Poulsen extended the empirical record in 1989,8 and Randall Heron and Wilbur Lewellen published the most cited modern reincorporation event study in 1998, in the Journal of Financial and Quantitative Analysis.9 Heron and Lewellen distinguished between announcement-day and meeting-day windows and grouped firms by reincorporation motivation (takeover defense, director-liability limits, and other), and their methodology is cited throughout the modern event-study literature.
The high-water mark of the empirical state-competition era is Robert Daines's 2001 paper in the Journal of Financial Economics.10 Daines used Tobin's Q — the ratio of a firm's market value to the replacement cost of its assets — as a measure of firm value, and reported a robust premium for Delaware-incorporated firms after controlling for industry, size, and growth opportunities. The paper made the strongest empirical case to date that Delaware corporate law mattered. Three years later, Guhan Subramanian published The Disappearing Delaware Effect in the Journal of Law, Economics, and Organization, showing that the Daines premium had largely vanished by the early 2000s.11 Lucian Bebchuk and Alma Cohen, in their 2003 piece in the Journal of Law and Economics, examined firm-level decisions about where to incorporate and produced a complementary empirical record on the demand side of the state-competition question.12
By the mid-2000s, the empirical record on whether state corporate law moves firm value had settled into a position best described as ambiguous and time-varying. The Cary-Winter debate had not been resolved by the data; it had been complicated by it.
The critique literature did not develop on a single track. One branch asked how Delaware corporate law works as an institution, independent of whether market prices register state-law differences. Edward B. Rock's 1997 piece in the UCLA Law Review, Saints and Sinners: How Does Delaware Corporate Law Work?, treats Delaware fiduciary opinions as devices for transmitting social norms to managers, directors, and the lawyers who advise them — the lawmaking function rather than the rule-announcement function.38 Jill E. Fisch's 2000 piece in the University of Cincinnati Law Review, The Peculiar Role of the Delaware Courts in the Competition for Corporate Charters, extended the same insight: Delaware's competitive advantage lies less in the substance of its corporate code than in the lawmaking process — judge-made, flexible, responsive — by which that code is produced and updated.39
A parallel branch challenged the empirical claim that Delaware law produced a measurable value premium. Marcel Kahan and Ehud Kamar's 2002 piece in the Stanford Law Review, The Myth of State Competition in Corporate Law, argued that the Cary-Winter race framing rests on an empirical premise — that states actually compete with one another for incorporations — that the data do not support. States other than Delaware, Kahan and Kamar showed, attract few public-company incorporations regardless of the corporate code they offer.13 Lucian Bebchuk and Assaf Hamdani made the parallel argument the same year in the Yale Law Journal, Vigorous Race or Leisurely Walk: Reconsidering the Competition Over Corporate Charters, observing that no state has been giving Delaware a serious run for its money — undermining the rivalry premise on which the Winter race-to-the-top mechanism depends.40 The empirical critique sat on top of a theoretical foundation Bebchuk had laid a decade earlier in the Harvard Law Review: Federalism and the Corporation: The Desirable Limits on State Competition in Corporate Law (1992) had already identified the conditions under which managerial opportunism and externalities cause state competition to fail, and had advocated targeted federal regulation as the response.41 Lucian Bebchuk, Alma Cohen, and Allen Ferrell offered a foundational empirical critique of Daines that same year in the California Law Review, arguing that the Tobin's-Q methodology Daines deployed was unreliable as a measure of the value effects of corporate law.14
A decade later, Robert Anderson IV and Jeffrey Manns published The Delaware Delusion in the North Carolina Law Review, arguing that the Delaware premium reported in earlier work was largely an artifact of selection — high-quality firms were more likely to incorporate in Delaware, but Delaware did not make them high-quality firms.15 Anderson followed in 2018 with a companion empirical piece, The Delaware Trap, in the Southern California Law Review.16 Robert Bartlett and Frank Partnoy completed the methodological consolidation in 2020 with The Misuse of Tobin's Q in the Vanderbilt Law Review, showing that the Tobin's-Q metric on which much of the Delaware-premium literature rested was systematically mis-measured in ways that biased the empirical results.17
By 2020, the methodological consolidation was complete. The empirical case for Delaware mattering had not been disproven — the underlying agency-problem motivation Berle and Means had identified in 1932 had not gone away — but the strongest empirical claims of the Daines era had been substantially undermined. Two further pieces from this period reframed the agency problem itself rather than the empirical machinery used to test it. Ronald Gilson and Jeffrey Gordon's 2013 piece in the Columbia Law Review, The Agency Costs of Agency Capitalism: Activist Investors and the Revaluation of Governance Rights, observed that the Berle-Means picture of dispersed individual shareholders had been replaced by reconcentrated ownership in institutional intermediaries, generating a new layer of agency costs between record owners (institutions) and beneficial owners — a structural change that conditions every Phase 8 question about who actually votes the shares of an SB 29-electing or DGCL §144-cleansing firm.42 Lucian Bebchuk and Roberto Tallarita's 2020 piece in the Cornell Law Review, The Illusory Promise of Stakeholder Governance, supplied the period's most cited critique of the corporate-purpose alternative to shareholder primacy, advancing the empirical and conceptual case that a stakeholder-governance regime would impose unmanageable trade-offs on directors without producing meaningful gains for the constituencies it nominally serves.43 Marc I. Steinberg, of SMU Dedman School of Law, supplied the long-form historical treatment of a parallel trajectory in his 2018 Oxford University Press book The Federalization of Corporate Governance, with a companion 2019 piece in the Loyola University Chicago Law Journal, The Federalization of Corporate Governance — An Evolving Process, arguing that federal regulation has steadily encroached on state-law fiduciary doctrine and that the federalization process is a more important determinant of corporate-law content than interstate competition.44
The state-competition literature through Phase 5 had treated Delaware and the rest of the country as a single binary contrast. Beginning in 2012, Michal Barzuza re-cast the picture. In Market Segmentation: The Rise of Nevada as a Liability-Free Jurisdiction, published in the Virginia Law Review, Barzuza identified Nevada as a deliberate market segment — a state that had positioned its corporate code to attract a specific kind of firm (small, controlled, liability-conscious) by offering exceptionally weak fiduciary remedies and aggressive director-liability protections.18 The Barzuza framing changed the analytic structure of the field. The question was no longer whether Delaware competed with the other forty-nine states; it was whether Delaware and Nevada were competing for different segments of the demand for corporate-law product.
Ofer Eldar's 2018 paper in the Journal of Law and Economics, Can Lax Corporate Law Increase Shareholder Value? Evidence from Nevada, supplied the first modern multi-state event study built on the segmentation framing.19 Eldar measured stock-market reactions to Nevada reincorporations between 1996 and 2013 and found small but positive abnormal returns for a particular subset of firms — closely held, liability-conscious, and small — consistent with Barzuza's segmentation thesis. Eldar's design is the closest pre-Delaware-Exit analogue to the multi-state event-study design used on this site, and the methodology lineage is direct.
In 2023, Robert J. Rhee published The Irrelevance of Delaware Corporate Law in the Journal of Corporation Law.20 Rhee's article is the strongest 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 of approximately negative 0.22 percent across forty-seven announcements with a p-value of approximately 0.60 — 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.
The episode this site tracks began with a single judicial opinion. In January 2024, Chancellor Kathaleen McCormick of the Delaware Court of Chancery (elevated to Chancellor in April 2021) issued the post-trial opinion in Tornetta v. Musk, rescinding Tesla's 2018 compensation award to Elon Musk on the ground that the process by which the Tesla board approved it had not satisfied the entire-fairness standard applicable to controlled-shareholder transactions.21 Within five months of the Tornetta opinion, Tesla's board had proposed, and Tesla's shareholders had approved, a reincorporation from Delaware to Texas. The Texas reincorporation became effective in June 2024, and the cohort tracked on this site begins from that moment.
In 2025, the Texas Legislature passed Senate Bill 29, adding Texas Business Organizations Code section 21.419 (codified business judgment rule) and section 21.552(a)(3) (derivative-proceeding ownership threshold not exceeding 3 percent of outstanding shares) — both applicable to publicly traded corporations and to corporations with 500 or more shareholders that affirmatively elect to be governed by section 21.419 in their governing documents (effective May 14, 2025).22 Texas followed with Senate Bill 1057, adding Texas Business Organizations Code section 21.373, which permits nationally listed Texas corporations that elect to be governed by the section through their governing documents to impose heightened shareholder-proposal eligibility and solicitation requirements (effective September 1, 2025).23 Delaware responded with Senate Bill 21, which amended Sections 144 and 220 of the Delaware General Corporation Law, creating statutory safe harbors for conflicted-director, conflicted-officer, and controlling-stockholder transactions and tightening books-and-records procedure; the common-law Kahn v. M&F Worldwide Corp. framework remains relevant only where the statutory safe harbor does not govern or is not satisfied.24 Nevada updated Assembly Bill 239, clarifying controlling-stockholder fiduciary obligations and authorizing jury-trial waivers for internal corporate actions (effective May 30, 2025).25 The Delaware Supreme Court's February 2025 en banc opinion in Maffei v. Palkon holds that business-judgment review applies to a reincorporation vote approved on a clear day — that is, outside a pending or threatened transaction-specific conflict — on the doctrinal ground that the hypothetical and contingent impact of another state's corporate law on unspecified future corporate actions is too speculative to constitute the material, non-ratable benefit required to trigger entire-fairness review. The opinion should not be read as a blanket rule that all controller-backed reincorporations always receive business-judgment review; the Court expressly reserved the question of how the standard would apply where directors or controllers take articulable, material steps in furtherance of breaching fiduciary duties prior to redomesticating.26
The post-Rhee scholarship engaging this episode falls into six camps that this site keeps separately tagged in the references.
The confirmatory camp argues that the Delaware-Exit data, properly read, are consistent with Rhee. Stephen Bainbridge's 2024 piece in the Journal of Corporation Law, DExit Drivers, hand-collected the universe of Delaware-out reincorporations from 2012 through June 2024 and concluded both that the reasons firms gave for moving were implausible and that the absolute numbers were small.27 Andrew Verstein's 2026 SSRN working paper, The Corporate Census, reports that Delaware experienced thirty percent more incorporations in 2025 than in 2024, a finding flatly inconsistent with a serious Delaware-Exit narrative.28 Verstein's measurement is on new incorporations into Delaware; the cohort tracked on this site is a different population — existing public companies leaving their state of incorporation. The two findings can coexist: a sharp rise in new Delaware incorporations is consistent with a small, episodic outflow of large existing public companies, and neither result by itself resolves whether Delaware corporate law has the substantive market-value effect that the announcement-window literature is designed to test.
The contradicting camp argues that the cumulative market evidence from the Delaware-Exit episode and from the SB 21 announcement points the other way. Kenneth Khoo and Roberto Tallarita's August 2025 event study, published on the Harvard Law School Forum on Corporate Governance, reported a roughly 1.4 percent negative abnormal return across the top 1,000 Delaware-incorporated firms in the window around the SB 21 announcement on February 18, 2025, implying an aggregate market-value loss in the range of seven hundred billion dollars.29 Khoo and Tallarita measure the SB 21 announcement effect on the universe of Delaware-incorporated firms; the SMU cohort measures a different treatment — announcement-window market reactions for the small number of firms leaving Delaware, Texas, or New Jersey — on a different population. Those are different identification strategies addressed to different empirical questions, and the results are not in tension. Jessica Erickson, A.C. Pritchard, and Stephen Choi's 2025 SSRN working paper, Is Delaware Different? Stockholder Lawyering in the Court of Chancery, provides indirect support by documenting that plaintiffs' attorneys in Delaware Chancery cases are systematically over-compensated relative to comparable federal class actions, suggesting that Delaware's procedural environment has been generating real costs for which firms might rationally be willing to pay to escape.30
The controller-primacy camp reads the Delaware-Exit episode as a coherent doctrinal phenomenon driven by the rise of controlling-shareholder governance. Christine Hurt, Senior Associate Dean for Academic Affairs and Alan R. Bromberg Centennial Chair at SMU Dedman School of Law, in Texas, Delaware, and the New Controller Primacy, published in the Arizona Law Review, frames the episode as the emergence of a controller-favorable jurisdictional alternative.31 Michal Barzuza's 2024 ECGI working paper, Nevada v. Delaware: The New Market for Corporate Law, supplies the most thorough doctrinal counter-frame to Rhee on the Nevada side, focusing on the practical denial of books-and-records access that Nevada's procedural code creates for plaintiff-shareholders.32 Angela Aneiros's 2025 piece in the Baylor Law Review, Reincorporation: The Trojan Horse of Self-Dealing, advances the prescription — entire-fairness review for all controlled-company reincorporations — that the Delaware Supreme Court rejected in Maffei v. Palkon.33 Carliss N. Chatman, Professor of Law at SMU Dedman School of Law, and Carla L. Reyes's 2024 piece in the Stetson Law Review, Uncovering Elon's Data Empire, supplies the Tesla-specific governance critique from which the Delaware-Exit episode begins, mapping the cross-entity data and control structures that the Tornetta-era controlling-shareholder analysis was attempting to reach.45
The disenfranchisement camp reads the same episode through the lens of dispersed-shareholder voice. Sergio Alberto Gramitto Ricci and Christina M. Sautter, Associate Dean for Research and Professor of Law at SMU Dedman School of Law, in their forthcoming 2027 UC Irvine Law Review article Corporate Disenfranchisement, develop the "Leopard Paradigm" and frame the Delaware-Exit episode as a structural disenfranchisement of dispersed shareholders.34
The institutional-process camp situates the debate in the comparative architecture of corporate lawmaking — courts, legislatures, and the equilibrium between them. Zohar Goshen and Tomer Stein's 2025 piece in the Columbia Law Review, Leaving Delaware? The Essential Role of Specialized Corporate Courts, argues that the Delaware Court of Chancery's distinctive value lies less in the substantive doctrine it applies than in the institutional capacity of a specialized bench, and that the Texas Business Court and Nevada's specialized fora are not obviously equivalent substitutes.35 Eric Talley, Sarath Sanga, and Gabriel V. Rauterberg's February 18, 2025 piece on the CLS Blue Sky Blog, Delaware Law's Biggest Overhaul in Half a Century, characterized SB 21 as the most significant single-year revision of Delaware's corporate code since at least 1967 and warned that the bill amounted to a legislative rebuke of the Delaware judiciary.46 Marcel Kahan and Edward B. Rock's September 2025 working paper, The New Political Economy of Delaware Corporate Lawmaking (ECGI Law Working Paper No. 879/2025), argues that the 2024-2025 episode reflects a breakdown in Delaware's traditional consensus-driven lawmaking process, driven by the rise of dual-class controlled companies and structural changes in the Delaware legal market.47 Dorothy S. Lund and Eric L. Talley's 2025 working paper Should Corporate Law Go Private? works through the contractarian limit case — that the rules governing controlling-shareholder transactions, books-and-records procedure, and standards of review could be supplied by firm-level charter and bylaw provisions rather than by any state's code.48 Eric Talley and Jens Frankenreiter's forthcoming 2026 piece in the Harvard Business Law Review, Sticky Charters?, supplies the empirical complement, documenting that even when Delaware made officer-exculpation provisions available by 2022 amendment to DGCL § 102(b)(7), firms have been slow to adopt them — a finding that bears on whether SB 21's cleansing safe-harbor will, in practice, be invoked by the firms eligible to use it.49 The author's own contribution to this camp, The Texas Two-Step: Rewriting the Rules in the Battle for Corporate Domicile, in the Securities Regulation Law Journal, analyzes the SB 29 and SB 1057 framework as an institutional response that Texas has explicitly designed to address the practitioner concerns Goshen and Stein, Talley/Sanga/Rauterberg, and Kahan-Rock identify.36
The fiduciary-liability and corporate-personhood camp argues that the Delaware-Exit debate has been conducted in imprecise terms that conflate distinct legal categories. Marc I. Steinberg, Rupert and Lillian Radford Chair at SMU Dedman School of Law, supplies the directly relevant fiduciary-liability contribution in his 2025 Oxford University Press book Corporate Director and Officer Liability — "Discretionaries" Not Fiduciaries, arguing that the practical authority of directors and officers is not well described by fiduciary terminology because corporate-law liability standards are far more forgiving than ordinary fiduciary law: the codified business judgment rule in Texas SB 29 and the cleansing safe-harbor in Delaware SB 21 are best read as candid statutory recognitions of that reality.50 Carliss N. Chatman's 2018 piece in the Nevada Law Journal, The Corporate Personhood Two-Step, supplies the personhood-and-entity-boundaries critique that the event-study and charter-choice literatures do not reach, asking how parent-subsidiary structures, governance norms, and the dual nature of corporate personhood allocate power and accountability across affiliated entities — a lens directly relevant to the Tesla-xAI-SpaceX governance question that motivated the Delaware-Exit episode in the first place.51
The eight phases are not a chronology of a single argument moving toward a conclusion. They are the trace of a question — does state corporate law matter to firm value? — that the literature has refused to settle. Phase 1 presumed the answer was yes. Phases 2 through 4 took the question to the data, ran the empirical machinery available at each moment, and produced contested findings. Phase 5 dismantled the most ambitious affirmative claims on methodological grounds. Phase 6 changed the question by introducing segmentation. Phase 7, in Robert Rhee's 2023 article, advanced the strongest negative claim the literature has yet produced. Phase 8 — the Delaware-Exit moment, beginning in January 2024 — is the live test of every prior phase against firm-by-firm evidence.
The cohort dataset on this site is one input into that test. The forty-seven firms tracked on the announcement-day window, and the thirty-one tracked through the legal effective date, do not by themselves resolve the relevance question. What they do is provide a clean, audited, primary-source-linked record of what happened, against which any of the six post-Rhee camps can run their preferred specifications. The headline result — a mean abnormal return of approximately negative 0.22 percent with a p-value of approximately 0.60 — is the answer the data give to the question Rhee asked: across the cohort moving out of Delaware, the announcement-window market reaction is statistically indistinguishable from zero. That finding is consistent with an irrelevance interpretation and inconsistent with a large, uniform, announcement-day governance discount under the Tracker's specifications, but it is one cohort, one episode, and one set of specifications, and the conversation will continue.
Bluebook 21st-edition citations. Each footnote includes an explanatory note describing the source's contribution. Active links point to the original document on the publisher, court, or legislature website, or — where the original is paywalled — to the open-access version on the Social Science Research Network or an institutional repository.