Andrew (Andy) Cordo is a partner in the litigation practice at Wilson Sonsini Goodrich & Rosati’s Wilmington, Delaware, office.
Andy’s practice focuses on corporate governance litigation in the Delaware Court of Chancery. His experience includes representing stockholders, officers and directors of Delaware corporations and alternative entities in appeals, disputes over corporate and alternative entity control, fiduciary duties and management, corporate appraisal actions, and contract and other commercial disputes. He also advises clients in wide variety of corporate and commercial matters.
Recognized consistently by Chambers USA: America’s Leading Lawyers for Business, Andy is known for his deep expertise in fiduciary duties and appraisal actions. Sources note Andy is a “solid lawyer” who “gets it done” and is “great to work with and is reasonable.”
Prior to joining the firm, Andy was a director in the corporate litigation and counseling groups at Ashby & Geddes, PA in Wilmington, Delaware.
Andrew (Andy) Cordo is a partner in the litigation practice at Wilson Sonsini Goodrich & Rosati’s Wilmington, Delaware, office.
Andy’s practice focuses on corporate governance litigation in the Delaware Court of Chancery. His experience includes representing stockholders, officers and directors of Delaware corporations and alternative entities in appeals, disputes over corporate and alternative entity control, fiduciary duties and management, corporate appraisal actions, and contract and other commercial disputes. He also advises clients in wide variety of corporate and commercial matters.
Recognized consistently by Chambers USA: America’s Leading Lawyers for Business, Andy is known for his deep expertise in fiduciary duties and appraisal actions. Sources note Andy is a “solid lawyer” who “gets it done” and is “great to work with and is reasonable.”
Prior to joining the firm, Andy was a director in the corporate litigation and counseling groups at Ashby & Geddes, PA in Wilmington, Delaware.
- J.D., Pennsylvania State University Dickinson School of Law, 2004Cum Laude, Woolsack Honor Society
- B.S., Mass Communications, Miami University, 2001
- B.A., Political Science, Miami University, 2001
- Member, Delaware State Bar Association
- Member, Delaware Board of Bar Examiners
- Recognized in the 2016, 2017, and 2021-2024 editions of Chambers USA: America's Leading Lawyers for Business
- Rated “AV Preeminent” by Martindale-Hubbell, 2017-present
- State Bar of Delaware
- U.S. District Court for the District of Delaware
- U.S. Court of Appeals for the Third Circuit
- J.D., Pennsylvania State University Dickinson School of Law, 2004Cum Laude, Woolsack Honor Society
- B.S., Mass Communications, Miami University, 2001
- B.A., Political Science, Miami University, 2001
- Member, Delaware State Bar Association
- Member, Delaware Board of Bar Examiners
- Recognized in the 2016, 2017, and 2021-2024 editions of Chambers USA: America's Leading Lawyers for Business
- Rated “AV Preeminent” by Martindale-Hubbell, 2017-present
- State Bar of Delaware
- U.S. District Court for the District of Delaware
- U.S. Court of Appeals for the Third Circuit
The Reliance on Delaware Compared to Other States
The sheer number of entities formed in Delaware reflects its dominance in this area. In 2022, more than 313,650 entities were formed in the state of Delaware, resulting in more than 1.9 million entities total in Delaware.[1] Delaware also continues to be the state of incorporation for nearly 68.2 percent of the Fortune 500, 65 percent of the S&P 500,[2] and approximately 79 percent of all U.S. initial public offerings in calendar-year 2022.[3] Of course, those numbers reflect that a substantial portion of entities are incorporated elsewhere, both within and outside of the United States. The Chief Justice of Delaware’s Supreme Court has noted that business entities indirectly or directly generate about a third of the state’s revenue.[4]
It also bears noting that Delaware has not always held the distinction as the favored destination for incorporations. Prior to the early 1900s, New Jersey had been the most significant state for incorporations.[5] Aware of New Jersey’s early success and in an effort to encourage corporations to domicile in Delaware, Delaware amended its constitution in 1897 to permit incorporation under general law instead of by special legislative mandate, and in 1899 adopted a general corporation law modeled largely after New Jersey’s approach.[6] These developments, in addition to the written opinions issued by Delaware’s Court of Chancery, helped make Delaware a natural home for corporations looking to leave New Jersey after that state adopted more restrictive laws related to corporations and trusts in 1913.[7]
A corporation’s state of incorporation is significant because that state’s laws govern the corporation’s internal corporate governance and inform how judges will review the conduct of directors and officers in stockholder litigation. As will be discussed in greater detail below, there are a number of factors that have made Delaware a favored state of incorporation for over a century.[8]
Why Is Delaware in Question?
Of course, it is critical to understand why some have called Delaware’s dominance into question. Some of the doubt has come from famous sources, such as Elon Musk’s much-publicized X (formerly Twitter) post stating, “Never incorporate your company in the state of Delaware” after the Delaware Court of Chancery rescinded his compensation package at Tesla.[9] Tesla’s stockholders are now expected to vote on the conversion of Tesla from a Delaware corporation to a Texas corporation at the company’s annual stockholder meeting on June 13, 2024.[10] In the conversations that we have had with clients, businesspeople, and others in the corporate bar, we have heard the following reasons given for reconsidering incorporation in Delaware:
- Privacy Policy
- Terms of Use
- Accessibility