Delaware\u27s Familiarity

Why do corporations choose to incorporate in Delaware over other states? The existing literature primarily falls into two camps — the “race-to-the-top” and the “race-to-the-bottom” — both of which credit Delaware’s success to the quality of its corporate law and the expertise of its judges. We consider an alternative explanation for Delaware’s continued success: familiarity. After decades of dominance, business parties have become increasingly familiar with Delaware law. Using data from a sample of startups financed by venture capital, we find that firms domicile in Delaware as much for familiarity reasons as for its substantive features. The Article finishes by tackling the normative implications of our findings — which are both positive and negative — for the overall quality of U.S. corporate law

Delaware’s Familiarity

This Article builds on our prior empirical research showing that, everything else equal, start-up firms financed by out-of-state investors are more likely to incorporate in Delaware. We argue that this finding is due to out-of-state investors’ familiarity with Delaware corporate law, and relative lack of familiarity with the corporate law of the start-up’s home state. In the current project, we extend our prior research by (i) developing an informal model distinguishing investor familiarity from related economic theories of network effects and learning effects, (ii) showing that our data are more consistent with familiarity than with these alternative explanations, and (iii) discussing normative implications of the familiarity effect for corporate choice of domicile. Since our prior work was written primarily for economists, this Article publicizes our empirical findings to legal scholars and practitioners. In addition, the normative implications of our findings should be of great interest to scholars following the corporate federalism debate. The remainder of the Article proceeds as follows. In Part II, the Article provides a theory for how investor familiarity impacts a private firm’s choice of domicile and uses a numeric example to distinguish familiarity from related economic theories of network effects and learning effects. Part III discusses the results of our prior study testing for a familiarity effect and recaps those findings, including new regression results showing familiarity’s role as a dominant explanation for Delaware’s dominance, contrasting familiarity’s effect with that of substantive law quality and network effects. Part IV explores normatively what our familiarity findings might mean for state competition and the overall quality of Delaware law. Part V offers a brief conclusion

Delaware’s Familiarity

This Article builds on our prior empirical research showing that, everything else equal, start-up firms financed by out-of-state investors are more likely to incorporate in Delaware. We argue that this finding is due to out-of-state investors’ familiarity with Delaware corporate law, and relative lack of familiarity with the corporate law of the start-up’s home state. In the current project, we extend our prior research by (i) developing an informal model distinguishing investor familiarity from related economic theories of network effects and learning effects, (ii) showing that our data are more consistent with familiarity than with these alternative explanations, and (iii) discussing normative implications of the familiarity effect for corporate choice of domicile. Since our prior work was written primarily for economists, this Article publicizes our empirical findings to legal scholars and practitioners. In addition, the normative implications of our findings should be of great interest to scholars following the corporate federalism debate. The remainder of the Article proceeds as follows. In Part II, the Article provides a theory for how investor familiarity impacts a private firm’s choice of domicile and uses a numeric example to distinguish familiarity from related economic theories of network effects and learning effects. Part III discusses the results of our prior study testing for a familiarity effect and recaps those findings, including new regression results showing familiarity’s role as a dominant explanation for Delaware’s dominance, contrasting familiarity’s effect with that of substantive law quality and network effects. Part IV explores normatively what our familiarity findings might mean for state competition and the overall quality of Delaware law. Part V offers a brief conclusion

Delaware\u27s Familiarity

Why do corporations choose to incorporate in Delaware over other states? The existing literature primarily falls into two camps — the “race-to-the-top” and the “race-to-the-bottom” — both of which credit Delaware’s success to the quality of its corporate law and the expertise of its judges. We consider an alternative explanation for Delaware’s continued success: familiarity. After decades of dominance, business parties have become increasingly familiar with Delaware law. Using data from a sample of startups financed by venture capital, we find that firms domicile in Delaware as much for familiarity reasons as for its substantive features. The Article finishes by tackling the normative implications of our findings — which are both positive and negative — for the overall quality of U.S. corporate law

UNIFORMED MILITARY ACQUISITION OFFICER CAREER PATH DEVELOPMENT COMPARISON

The purpose of this research was to compare the career path development of the Navy, Marine Corps, Air Force, and Army acquisition officers and identify advantages and disadvantages from each service. After an analysis of the differences, recommended changes to establish greater efficiency and symmetry within the acquisition officer’s professional development to serve more effectively in a joint environment are proposed. The methodology included comparing U.S. Armed Forces processes and frameworks concerning career field education and training of uniformed acquisition officers in the contract management and program management fields. Each service’s methods were compared to identify milestones for career progression of acquisition officers within each service. Processes that would benefit other services were identified, such as serving in non-acquisition positions as junior officers and serving in back-to-back acquisitions tours once joining the acquisition workforce. These beneficial processes were used to create a Universal Acquisition Officer Career Path (UAOCP) that can be adopted by all services to better synchronize military and civilian education, training, and experience across the services for acquisition officers. The UAOCP would promote a level field of knowledge that could better serve the joint acquisition environment.Major, United States Marine CorpsLieutenant Commander, United States NavyLieutenant Commander, United States NavyApproved for public release. distribution is unlimite

Stochastic errors in quantum instruments

Fault-tolerant quantum computation requires non-destructive quantum measurements with classical feed-forward. Many experimental groups are actively working towards implementing such capabilities and so they need to be accurately evaluated. As with unitary channels, an arbitrary imperfect implementation of a quantum instrument is difficult to analyze. In this paper, we define a class of quantum instruments that correspond to stochastic errors and thus are amenable to standard analysis methods. We derive efficiently computable upper- and lower-bounds on the diamond distance between two quantum instruments. Furthermore, we show that, for the special case of uniform stochastic instruments, the diamond distance and the natural generalization of the process infidelity to quantum instruments coincide and are equal to a well-defined probability of an error occurring during the measurement

Mechanical Actuation via Homeomorphic Transformations of Topological Solitons within Polymer Coatings

Topological solitons are currently under investigation for their exotic properties, especially in nonlinear physics, optics, and material sciences. However, challenges of robust generation and limited stability over time have hindered their practical uses. To address this issue, an approach is developed to form structured arrays of solitons in films of polymerizable liquid crystals. Their complex molecular architecture is preserved by in situ photopolymerization forming a stable liquid crystal network. Most excitingly, their properties are advanced to include responsiveness functions. When thermally actuated, these topological solitons mediate the reconfiguration of surface topographies. Complex shape changes occur depending on the intrinsic complex spatial distribution of the director, which may even lead to full shape inversion and topographical changes as high as ≈40% of the initial thickness. Conversely, the shape changes provide information on the initial director profile, which is consistent with the mathematical model. The soliton-containing polymer coatings are applicable in multiple domains, ranging from tunable optics to haptics, and from shape-coupled sensing systems to temperature-coupled heat management.</p

Mechanical Actuation via Homeomorphic Transformations of Topological Solitons within Polymer Coatings

Topological solitons are currently under investigation for their exotic properties, especially in nonlinear physics, optics, and material sciences. However, challenges of robust generation and limited stability over time have hindered their practical uses. To address this issue, an approach is developed to form structured arrays of solitons in films of polymerizable liquid crystals. Their complex molecular architecture is preserved by in situ photopolymerization forming a stable liquid crystal network. Most excitingly, their properties are advanced to include responsiveness functions. When thermally actuated, these topological solitons mediate the reconfiguration of surface topographies. Complex shape changes occur depending on the intrinsic complex spatial distribution of the director, which may even lead to full shape inversion and topographical changes as high as ≈40% of the initial thickness. Conversely, the shape changes provide information on the initial director profile, which is consistent with the mathematical model. The soliton-containing polymer coatings are applicable in multiple domains, ranging from tunable optics to haptics, and from shape-coupled sensing systems to temperature-coupled heat management.</p