The dot-com era's accounting fraud wasn't one-sided. Professional investors and Wall Street created a symbiotic relationship with executives by demanding impossibly smooth, predictable quarterly earnings. This intense pressure incentivized widespread financial engineering and manipulation to meet unrealistic expectations.

Enron convinced regulators to let it use "mark-to-market" accounting for illiquid assets like pipelines. This allowed them to book highly subjective, projected profits from long-term deals as immediate earnings, creating a facade of profitability that had no basis in actual cash flow.

During the bubble, a lack of profits was paradoxically an advantage for tech stocks. It removed traditional valuation metrics like P/E ratios that would have anchored prices to reality. This "valuation vacuum" allowed investors' imaginations and narratives to drive stock prices to speculative heights.

The financial benefit of many shareholder lawsuits is illusory. Payouts for breaches of duty typically come from Directors & Officers (D&O) insurance policies, which the corporation itself pays for. This circular flow of funds means shareholders are indirectly paying for their own settlement, questioning the efficacy of such litigation.

The dot-com era was not fueled by pure naivete. Many investors and professionals were fully aware that valuations were disconnected from reality. The prevailing strategy was to participate in the mania with the belief that they could sell to a "greater fool" before the inevitable bubble popped.

The supposed "research" from Wall Street analysts was compromised by cronyism. Analysts often functioned as promoters for companies their firms held as clients, attending plush conferences to "toot client stocks." Their compensation was tied to generating banking business, not providing accurate analysis for investors.

Competition from states like Nevada and Texas, which market themselves as having higher barriers to shareholder lawsuits, is forcing Delaware's hand. To avoid losing its corporate charter business, Delaware has also weakened its own laws, contributing to an overall erosion of shareholder rights across jurisdictions.

The current threat of companies leaving Delaware is not new. In the 1980s, after court rulings increased director liability and limited hostile takeover defenses, boards threatened to leave. This pressure forced Delaware's legislature to amend its corporate code, making it significantly more protective of managers and directors.

The trend of companies staying private longer and raising huge late-stage rounds isn't just about VC exuberance. It's a direct consequence of a series of regulations (like Sarbanes-Oxley) that made going public extremely costly and onerous. As a result, the private capital markets evolved to fill the gap, fundamentally changing venture capital.