The Impotence of Delaware's Taxes: A Short Response to Professor Barzuza's 'Delaware's Compensation'

Abstract

This brief essay responds to a recent article by Michal Barzuza, entitled "Delaware's Compensation," published in the University of Virginia Law Review. (The essay will appear in an colloquium forthcoming in the Virginia Law Review's online edition.) In her thought-provoking article, Professor Barzuza argues for a corporate income tax (to replace the flat-fee franchise tax) as a way of incentivizing legislators to enact mandatory corporate governance changes that would allegedly increase firm value, but that are currently resisted by self-serving managers. This essay points out two significant shortcomings of Professor Barzuza's account: her argument does not account for the likely legislative dynamics that would arise in a world with a Delaware corporate income tax, and she does not make a persuasive case as to why legislators are more likely to get the answers to these questions right compared with investors in the firm.

Keywords: corporate income tax, corporate governance