“Unsettled and Unsettling Issues in Corporate Law”
An abstract of his presentation follows:
This lecture revisits two fundamental issues in corporate law. One involves a great deal of seemingly settled law—the central role of the business judgment rule in fiduciary litigation—while the other—whether there is a mandated corporate purpose—has very little law. Using the emergent question of whether the business judgment rule should be used in analyzing officer and controlling shareholder fiduciary duties, Professor Johnson will propose a rethinking of the rule’s analytical preeminence. For a variety of reasons, he suggests elevating duties themselves to be more prominent and deemphasizing the business judgment rule.
As to corporate purpose, Professor Johnson will advocate that Delaware law permit a pluralistic approach in the for-profit corporate sector. Long agnostic about ultimate corporate objective, Delaware law may have turned unnecessarily toward a strict shareholder primacy focus in the 2010 eBay decision. To bring clarification and to foster flexibility, Professor Johnson recommends a legislative default provision, with an opt-out feature.
Details about the annual lecture, named in honor of my father, are available here and here. Details about some of the more recent annual lectures in this series are available here, and a list of all 27 prior annual lectures, organized by the Widener University School of Law and the Delaware Journal of Corporate Law, can be accessed here. Professor Johnson’s law school also provided a press release. The Institute of Delaware Corporate and Business Law provided a summary of the presentatiion.