Part 1: The Bankruptcy Slide and Shareholder Proposal Fights with Charles Elson
Host Dace Blaskovitz sits down with corporate governance expert Charles Elson (Directors & Boards) to examine the continuing fallout from SB 21 and changing trends in corporate law.
The Bankruptcy Jurisdiction Shift: Blaskovitz notes that Delaware has slipped from its historic first or second spot down to ninth in overall bankruptcy volume (though retaining second in complex cases). Elson explains that aggressive federal bankruptcy courts in jurisdictions like Texas are competing directly for corporate restructuring business, mirroring wider pressures on Delaware's incorporation dominance.
SEC Shareholder Proposals Moving to States: Elson breaks down SEC Chairman Atkins' proposal to scale back federal oversight of shareholder proxy resolutions and return those determinations to the states. He warns this would force Delaware Chancery judges to decide which investor proposals appear on corporate proxies, creating a paradox where companies seek shareholder capital while attempting to suppress shareholder input.
Executive Compensation and Populist Backlash: Reflecting on economic observations by Robert Fry, Elson critiques outsized corporate compensation packages, warning that extreme gaps between corporate profits and worker compensation erode civic norms and fuel populist pushback.
Part 2: The Constitutional Escheat Lawsuit and Agent-Managed Companies with Carl Baker
Investigative editor Carl Baker of Spotlight Delaware returns to preview major reporting on Delaware's unclaimed property apparatus and emerging artificial intelligence business structures.
The $4 Billion Abandoned Property Challenge: Baker highlights a class-action lawsuit challenging Delaware’s escheat system, which generates $400 million to $500 million annually to fund the state’s capital budget. The case involves a deceased individual's fund where $2.8 million in seized stock grew to $11 million; Delaware sought to return only the initial value rather than the appreciated total. Baker notes federal Judge Noriega has already denied the state's motion to dismiss, raising Eleventh Amendment concerns that threaten a key pillar of state finance.
Agent-Managed Companies (AMCs): Baker details a recent University of Delaware discussion regarding AMCs (formerly AICs)—entities run entirely by automated AI bots. He explains that traditional corporations and AI developers like Anthropic and OpenAI are using these structures as liability shields against future tort and performance claims.
Tech Influence in AG Races & Port Lawsuits: Baker recaps tech industry campaign contributions targeting state Attorney General races, previews an upcoming Berkeley Law corporate conference featuring Chancellor Kathleen McCormick discussing SB 21, and reports that the state won one of four ongoing lawsuits surrounding the proposed Edgemoor port terminal.
Part 3: Student-Weighted School Funding and the 2027 Election March with Julia Kelleher
Julia Kelleher, Executive Director of First State Educate, joins the final segment to kick off the countdown to the May 2027 school board elections and analyze major public education reforms.
The Public Opinion Education Survey: Kelleher shares findings from a statewide survey conducted with the Delaware Business Roundtable, State Chamber, and Delaware Bio. While residents recognize low national rankings (45th in reading, 47th in math), only 16% know what to expect from the school system, and less than half believe graduates are workforce-ready.
The Weighted Student Funding Shift: Kelleher outlines Delaware's transition away from traditional 1-to-20 unit seat counts toward a weighted student funding formula. The model directs resources based on student profiles—allocating higher weights to low-income students, multilingual learners, and special education needs—paired with a state performance accountability framework.
The Delaware Education Performance Partnership: First State Educate launches a collaborative effort pairing local businesses directly with neighboring school districts to target K–3 literacy goals, expand pre-apprenticeships, and prepare candidates for the May 2027 school board races using tools on the Delaware School Board Index.
