Stephen Bainbridge is the William D. Warren Distinguished Professor of Law at UCLA School of Law. We discuss a range of timely and thought-provoking topics, beginning with his perspective on the evolving discourse around corporate law. We explore the “DExit” phenomenon and the implications of Delaware's SB21. We also discuss and compare the rise of Texas and Nevada as business-friendly incorporation alternatives. We then turn to broader questions about governance in a shifting regulatory and political environment, including the rise of government intervention, the role of PBCs in AI, and a reconsideration of ESG and stakeholder governance in the current climate.
(0:00) Intro
(1:24) About the podcast sponsor: The American College of Governance Counsel
(2:11) Start of interview. *Reference to E91 (April 2023) for Steven's personal/professional background.
(2:34) The current era of corporate law.
(3:39) Transition to Substack Publishing
(6:40) The DExit Phenomenon Explained
(11:35) Understanding Delaware's SB21 and Its Implications. His article, Course Correction for Controller Shareholder Transactions.
(19:53) The impact of SB21 on shareholder inspection rights (Section 220 litigation)
(23:20) Texas and Nevada: business-friendly but different environments
(25:55) The Future of Startups and Incorporation Choices *reference to a16z's Delaware exit (July 2025)
(29:56) The Cycle of IPOs and Market Trends (stay private vs go public debate). Reference to The Eclipse of the Public Corporation (1989)
(36:47) The Rise of U.S. Government Intervention in corporate affairs (industrial policy).
(38:28) The concept of a "golden share" (in reference to US Steel situation)
(42:04) The fluctuation of politics in corporate governance and industrial policy.
(45:44) Analyzing Public Benefit Corporations in AI industry ("is it driven by economics or PR?")
(53:07) Rethinking the ESG phenomenon (political polarization)
Stephen Bainbridge is the William D. Warren Distinguished Professor of Law at UCLA School of Law