In oral argument before the Delaware Supreme Court on Wednesday, Cravath, Swaine & Moore's litigation practice head Daniel Slifkin began with a simple question: Why did two non-Delaware companies pick Delaware law and Delaware courts to govern their merger agreement?

“Because they could get it for free?” interjected Chief Justice Leo Strine Jr., to widespread laughter.

Slifkin chuckled too, but quickly recovered. “In large part, that's right,” he said in a clipped British accent. “We get what is expected to be an outstanding body of developed law that will be stable and will be applied with predictability. That's what we expected. We got the free part, but we did not get the rest.”