Elon Musk's Pay Package and the Threat to the Delaware Corporation

In this episode of the Odd Lots podcast, hosts Tracy Alloway and Joe Weisenthal interview Professor Ann Lipton about why Delaware is the de facto state for corporate incorporation and whether that might be changing. They discuss Delaware's history of attracting incorporations through manager-friendly laws and a politically balanced court system, as well as the network effect of decades of legal precedent. The conversation explores the tension between Delaware's corporate law and general corporate theory, the role of judges, and the recent trend of companies moving to states like Texas and Nevada. They delve into specific cases, such as the Elon Musk pay package case, and the potential race to the bottom in terms of shareholder rights. The discussion also covers the nuances of shareholder litigation, conflicted transactions, and the implications for both public companies and startups.