His appeal to conservatism is a little more convincing, i.e., if greater shareholder input is so wonderful, why haven’t we seen more of those corporate forms winning in the market?

But some people aren’t convinced by conservatism. They think they know better, and are prepared to impose their “common sense” reforms on the entire public market. I’d prefer to impose on the reformers the burden of proof that it’s worth shutting down choice of law for public company investors. I’d like to know what economic theory justifies one-size-fits all corporate governance that looks like North Dakota’s default rules. I’d rather take my chances on shareholders being free (with full disclosure) to buy into whatever governance structure appears to be working, just as they can buy into whatever management team or corporate strategy seems to be working.