What is Delaware?
Delaware
Delaware is a U.S. state whose Court of Chancery is a preeminent forum for corporate law disputes. The material tracks concerns about its legal framework for shareholder disputes and equity structures.
How it developed
- May 2025 - Bill Gurley said that in Delaware, the likelihood of a lawsuit for a 7-times or higher return is 23 times greater than in federal court, and for 10-times or higher, it is 57 times greater.
- May 2025 - Bill Gurley stated that this is not a one-off issue but a structural problem in the state of Delaware.
- May 2026 - Eric Ries said that a Delaware C-Corp is treated as a financial instrument for investment returns, not as a living entity that creates products.
- Jul 2026 - Ryan Sean Adams quoted Mikeo as saying that dual token equity structures do not work because shareholders get Delaware law while token holders get a pinky promise, making tokens junior equity.
In the evidence
Every line below is attributed to a named speaker.
Delaware Court of Chancery awards attorney fee multipliers of 10x or higher at 57 times the rate of federal courts, per Professor Grunfest's research.
“What he found is in Delaware seven times or higher is 23 times more likely than in a federal court. And 10 times or higher is 57 times or higher than in a federal court.”Bill Gurley · 22 May 2025
Dual token equity structures fail because the two asset classes share one pool of value but shareholders hold legally enforceable Delaware law protections while token holders rely only on informal commitments, making tokens structurally junior equity.
“Mikeo just tweeted out dual token equity structures do not work two owners one pie shareholders get Delaware law token holders get a pinky promise you know tokens are junior equity.”Ryan Sean Adams · 3 Jul 2026
Ryan Sean Adams on dual token equity structures: shareholders get Delaware law, token holders get a pinky promise.
“Mikeo just tweeted out dual token equity structures do not work two owners one pie shareholders get Delaware law token holders get a pinky promise you know tokens are junior equity.”Ryan Sean Adams · 3 Jul 2026
Bill Gurley argues Delaware's outsized attorney fee awards are a structural, not incidental, problem, actively driving companies to reincorporate elsewhere.
“This was not a one-off in the state of Delaware. This is a structural problem that has emerged in the state of Delaware.”Bill Gurley · 22 May 2025
Eric Ries argues shareholder primacy is a recent invention from the 1980s, not a founding principle of capitalism, and Adam Smith would have rejected it.
“This idea that if you're a Delaware CC Corp, the thing you make is not a beautiful living thing that creates products and, you know, delights customers and is like a good No, it's just a financial instrument for investment returns. That's what that's all it is. That's actually a very new idea. And I think one of the things that's a big misconception for founders is they assume that this is some kind of natural law or like a pillar of capitalism going back to Adam Smith or whatever. No, Adam Smith would have been like, 'What the f you guys talking about?' This idea dates to the 1980s.”Eric Ries · 22 May 2026