Several new articles on Delaware corporate law and related topics arrived in today’s mail, coincidentally, in two separate publications: the Delaware Law Review and the ABA’s The Business Lawyer. Here are a few that should especially interest readers of this blog:

  • Lyman Johnson, Having the Fiduciary Duty Talk: Model Advice for Corporate Officers (and Other Senior Agents), 63 Bus. Law. 147 (2007) (This article attempts to fill the gap in legal scholarship that results from the myriad of cases and articles that focus on the fiduciary duties of directors, either primarily or to the exclusion of an analysis of the fiduciary duty of officers. This helpful article also addresses the duties of lawyers who are also officers, such as a Chief Legal Officer)[This article would be extremely timely even if I was not writing a brief on this very topic.]


  • C. Stephen Bigler and Blake Rohrbacher, Form or Substance? The Past, Present and Future of the Doctrine of Independent Legal Significance, 63 Bus. Law. 1 (2007)(This article examines recent Delaware decisions and their impact on the doctrine that the authors summarize as follows: "if a transaction is effected in compliance with the requirements of one section of the DGCL, Delaware courts will not invalidate the transaction for failing to comply with the requirements of another section of the DGCL–even if the substance of the transaction is such that it could have been structured under the other section.")

The foregoing do not appear online yet, but here is the link to the ABA’s site on which they eventually are posted.

  • Matthew E. Fischer and Eric N. Feldman, Recent Case Law Developments Relating to Delaware Alternative Entities, 9 Del. L. Rev. 179 (2007)


  • Elizabeth Dunshee, Multiple Representation in Shareholder Derivative Suits: Do The Current Rules Do Enough to Promote Informed Consent? 9 Del. L. Rev. 213 (2007).

Though not available online, the Delaware Law Review is published by the Delaware State Bar Association and here is a link to their website.