That's a really long not-answer, especially to a question I asked someone else entirely.
...
Hence my asking for some examples of such evidence as you're insistent is easily found.
OK, here si one specific rule change:
"Rule 23 - Class Actions (a) Prerequisites. One or more members of a class may sue or be sued as representative parties on behalf of all members only if: (1) the class is so numerous that joinder of all members is impracticable; (2) there are questions of law or fact common to the class.."
That's a really long not-answer, especially to a question I asked someone else entirely.
I'm sad to have so offended you.
Hence my asking for some examples of such evidence as you're insistent is easily found.
Nearly all the changes in question originate with recent revisions in Delaware Chancery Court procedures. One specific change is the source of most dismay among those Delaware-incorporated companies I know about:
Read Rule 23 - Class Actions, Del. R. Ch. Ct. 23, see flags on bad law, and search Casetext’s comprehensive legal database
casetext.com
The new Chancery Court Chancellor in 2021 has been notable for changes in court practices regarding Rule 23 and also regarding caution-related issues. Her wiki only discusses the most disputed cases:
en.wikipedia.org
There is muh more history of changes since 2021, but perhaps the most notable is the class action certification process. Rule 23 implies changes that the individual judge interprets.
The histrionics regarding the Musk cases are the result, to a large extent, of the textual explanations attached to Chancellor McCormick's decisions.
In context, changes in those practices do reflect a major departure from tradition, which dates to 1792:
A Short History of the Court of Chancery - Court of Chancery - Delaware Courts - State of Delaware
The centuries-long history of corporate interests really had few major consequences until 2021.
The specific history, as described by USA Today some time ago was:
"Corporations also favor Delaware because case law has established the “business judgment rule,” which dictates that judges shouldn’t second-guess a business’ decisions when they are made in good faith and with due care, even if those decisions have negative consequences."
The 2021 revisions have largely eliminated that legacy, with the Musk Compensation decision being the most clear and unequivocal rejection of that case law.
These changes are not about Mr. Musk, they are a definite and deliberate set of changes to adopt more 'populist' approaches. Class action certification is the largest single change, while a major revision of practices regarding Board of Directors roles simply became most highly visible in the Tesla case, and the change in view towards non specified due diligence expectations in mergers has been observed in multiple cases, most visibly in the two lists in the Chancellor's wiki.
That this and those changes have been broadly discussed . On the other hand, I did not address the case histories for Chancellor McCormick.
This may not be what you wanted, but it is what was discussed with regard to the Twitter case and the compensation case. As for the reactions, reading the text of Chancellor McCormicks decisions explains partly why the people I know with this jurisdiction are actively considering their options.
FWIW, the only place other than Delaware being considered of which I know is Nevada.
Only Musk companies seen to regard Texas as a viable option at this time, since there is zero history and the new Texas law is structured to ensure continuing political control.
I hope that helps. Delaware corporations are not 'leaving in droves' and none are so imprudent as to announce such intentions. They are quite conscious that the corporate governance history in Delaware is no longer followed. That makes every CEO nervous, makes Boards nervous and makes 'errors and omissions' policies rather harder to acquire.
