Historically, Congress has left the regulation of the internal governance of corporations to the states. Under the internal affairs doctrine, states create corporations, prescribe their power, and define the rights that are acquired by purchasing their shares. Once a business chooses a state in which to incorporate, only the laws of that state govern the internal affairs of the corporation. For the better part of the last century, Delaware has dominated the American corporate boardroom. However, the Enron and Worldcom scandals awoke the federal giant. In response, Congress passed Sarbanes-Oxley, the most intrusive federal corporate law ever written. With this emerging federal intrusion into traditionally state-controlled law, it was only a matter of time before the Delaware courts confronted a direct conflict between Delaware and federal corporate law. This conflict arose in November of 2005 in Newcastle Partners, L.P. v. Vesta Insurance Group, Inc. While the Delaware court probably arrived at the correct result, in the process it "bit its thumb" at the federal government and implied that Delaware's corporate lawmaking power is equal—or even superior—to that of the federal government. This Note examines the history of the war over corporate lawgiver boundaries and asks the ultimate question: is the era of Delaware corporate dominance at an end?