Will the Emergence of Business Courts in Other Jurisdictions Undermine Delaware’s Dominance in Corporate Law?

Will Andrews

For over 100 years, the State of Delaware has set the benchmark in corporate law.[1]  The jurisdiction has served as the dominant forum for business formation and corporate governance in the United States, even reaching a global presence, with lawyers from all over the world being well-versed in the foundational legal decisions developed by Delaware courts.[2] Delaware’s specialized Court of Chancery, whose jurists are experts in corporate law, has formed several of the paradigmatic corporate law doctrines that have shaped the practice of business law.[3] However, there has been a recent exodus of corporations from Delaware to reincorporate in other jurisdictions.[4] Most notably, Texas, Nevada, Wyoming, and Oklahoma have emerged as competitors to Delaware, and have attempted to write favorable business laws to attract corporations to reincorporate within their respective forums.[5] Texas, Nevada, and Oklahoma have gone a step further and have developed their own business trial courts to rival Delaware’s Court of Chancery.[6] Will the emergence of business courts in other jurisdictions dethrone Delaware as the corporate law capital of the world?

While there have been multiple states that have competed to displace Delaware’s hold on corporate law, Texas has made a major push that have taken the form of enacting new laws and developing a robust trial court to handle complex business and commercial litigation disputes.[7] The freshly established “Texas Business Court” attempt to offer businesses a more enticing forum to litigate their corporate law disputes in.[8] One key feature of the Texas Business Courts is its limited concurrent jurisdiction with other state district courts.[9] For example, there are certain parameters that a dispute must meet prior to the business courts getting jurisdiction to hear the case, namely a high amount-in-controversy for most actions.[10] These requirements can benefit potential litigants by filtering out smaller disputes that may clog up judicial dockets, leading to more efficient case resolution.[11] This can likely give Texas courts a leg up, because the Court of Chancery has jurisdiction to hear all cases in equity—though the Court of Chancery is well-known for its prompt resolution of some of the most complex corporate law disputes.[12]

Further, the selection of judicial officers differs greatly between the Texas Business Court and the Court of Chancery.  The Governor of Delaware appoints the judicial officers on the Court of Chancery and they serve a twelve-year term.[13] In Texas, the Governor appoints the judicial officers based on a certain criterion—such as having at least 10 years of experience in practicing complex commercial litigation—but they only serve two-year terms.[14] This discrepancy is a major one. By only serving two-year terms, the judges in the Texas courts have limited opportunities to create forceful opinions that govern corporate controversies.[15] While the judges can certainly be re-appointed, the turnover could cause Texas to be a less efficient forum to litigate in, especially if the governing law on a certain legal issue changes over time.[16] This is not the case with the Court of Chancery, as the extended term length allows the judicial officers to develop deep expertise in the evolving complexities of corporate law and produce well-reasoned, precedential opinions.[17]

Moreover, Delaware courts impose a level of predictability that the Texas courts cannot currently compete with. The Texas Business Courts were recently developed and have no precedential law.[18] Instead, Texas’ body of corporate law decisions must be built from the ground up.[19] This can be unattractive to disputing parties, because most attorneys seek one key factor when choosing a forum to litigate in: predictability.[20] The Court of Chancery has developed centuries of corporate law precedent, and many corporations structure their business deals and infrastructure based on these decisions.[21] Corporations do this because their lawyers have a generalized, but strong, idea of how the Court of Chancery will likely rule on their case under their specific set of facts.[22] This level of predictability will likely continue to bolster Delaware’s superiority in corporate law, as Texas cannot yet offer this level of judicial certainty.

Delaware’s global prominence, clearly written legal opinions, and the expertise of its Court of Chancery judicial officers make it unlikely that Delaware will lose its dominance in corporate law. However, the emergence of business courts in Texas and other jurisdictions does pose a threat to Delaware’s longstanding preeminence in business law.  In reality, there are a multitude of factors that will end up dictating what jurisdiction is the most favorable for business to operate in: franchise taxes, registration services, and favorability of laws.[23] The judicial systems within these forums remain a major feature to attract businesses, and only time will tell if another business-centered trial court can develop the level of expertise, structure, and efficiency necessary to rival the Court of Chancery.

[1] Jarrod Melson, Delaware’s Preeminence in Business Formation, Delaware Inc (Nov. 4, 2025), https://www.delawareinc.com/blog/delawares-preeminance-in-business-formation/.

[2] Amy Simmerman, William B. Chandler III & David Berger, Delaware’s Status as the Favored Corporate Home: Reflections and Considerations, Harv.L. Sch. F. On Corp. Gov’t (May 8, 2024), https://corpgov.law.harvard.edu/2024/05/08/delawares-status-as-the-favored-corporate-home-reflections-and-considerations/.

[3] Id.  

[4] Id.

[5] Anna C. Tang, Delaware, Nevada or Texas – Which State’s Corporation Statute Will Reign Supreme?, Nossaman (June 30, 2025), https://www.nossaman.com/newsroom-insights-delaware-nevada-or-texas-which-states-corporation-statute-will-reign-supreme.

[6] Brandon F. Renken, A Look at the Wild West of Business Court Constitutionality, Mayer Brown (Dec. 4, 2025), https://www.mayerbrown.com/en/news/2025/12/a-look-at-the-wild-west-of-business-court-constitutionality.

[7] Simmerman, Chandler III, & Berger, supra note 2.

[8] Id.

[9] Andrew Zeve & Stephen Shuchart, Texas Business Courts: What You Need to Know, White & Case LLP (Sept. 9, 2024), https://www.whitecase.com/insight-alert/texas-business-courts-what-you-need-know.

[10] Id.

[11] Id.

[12] Simmerman, Chandler III, & Berger, supra note 2.

[13] Ryan G. Reiffert, The Texas Two-Step: Dethroning Delaware With Business Courts and the End of Jury Trials for Internal Disputes, Law Offices of Ryan Reiffert, PLLC (Oct. 28, 2025), https://ryanreiffert.com/blog/the-texas-two-step-dethroning-delaware-with-business-courts-and-the-end-of-jury-trials-for-internal-disputes/.

[14] Id.

[15] Simmerman, Chandler III, & Berger, supra note 2.

[16] Reiffert, supra note 13.

[17] Id.

[18] Id.

[19] Id.

[20] Michael Melfi, Beyond the Hype: The Unvarnished Truth About Delaware Incorporation for Lawyers, Mavacy (Nov. 6, 2025), https://mavacy.com/beyond-the-hype-the-unvarnished-truth-about-delaware-incorporation-for-lawyers/.

[21] Id.

[22] Id.

[23] Simmerman, Chandler III, & Berger, supra note 2.