The 36th Annual Francis G. Pileggi Distinguished Lecture in Law (named after the father of this blog’s primary author), is presented by The Delaware Journal of Corporate Law of Widener University’s Delaware Law School

This year’s topic is

Business Ethics: What Everyone Needs to Know

Professor J. S. Nelson
Visiting Associate Professor at the Harvard Business School
Associate Professor at Villanova Law School

Monday, April 25, 2022
8:00 a.m. Breakfast; 8:45 a.m. Lecture

Hotel DuPont, du Barry Room
11th and Market Streets
Wilmington, Delaware 19801

Many of the prior 35 Annual Distinguished Lectures have been highlighted on these pages.

One ethics CLE credit available in Delaware, Pennsylvania and New Jersey. The brochure is available at this link.

Online registration form available at delawarelaw.widener.edu/pileggi2022

For additional information or for accessibility and special needs requests, contact Carol Perrupato at caperrupato@widener.edu or 302-477-2178.

This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years.

The law school professor widely regarded as the “dean” of Delaware corporate law told a gathering of the state’s bench and bar in Wilmington Nov. 8 that he was just fortunate to be in the right place at the dawn of the age of hostile takeover litigation.

At the 35th Annual Francis G. Pileggi Distinguished Lecture in Law at the Hotel duPont, Widener University Delaware Law School Professor Emeritus Lawrence A. Hamermesh presented his unique perspective on more than 40 years of legal trends in an interview with fellow Widener professor Paul L. Regan. The law school provided an excellent overview of the event on their website.

Hamermesh said in 1976, he was fresh out of Yale Law School and working for the law firm Morris Nichols Arsht & Tunnel in Wilmington when he was assigned to a minority shareholder’s appraisal suit over the value of the stock of Kirby Lumber Corp.

He said that low-profile case involved issues that were common to later high-stakes hostile acquisition litigation that dominated the docket of the Delaware Chancery Court for decades. Bell v. Kirby Lumber Corp. 413 A 2d 137 (Del. 1980).

Morris Nichols frequently defended companies and their officers and directors, who usually took the position that the company’s worth should be based on its revenue — in Kirby’s case, about $120 a-share — but the plaintiff said its assets were worth $770 a-share.

Kirby’s legacy

Hamermesh said as merger and acquisition battles heated up through the 1980’s, hostile bidders seeking control of a bare majority of a target company’s stock so they could profitably sell off its pieces were focused on asset value.

“The court struck a compromise and averaged Kirby’s stock value between those two value extremes but that was just the beginning” of a long, see-saw battle between corporate officers and directors on one side and hostile bidders and activist investors on the other, he said.

Often, he faced his interviewer, Prof. Regan, in those battles during Regan’s stint at firm Skadden Arps, before Hamermesh traded the courtroom for the Widener classroom in 1994, where the two have steered the corporate law department.

They said they have witnessed the evolving struggle between corporate operating value and break-up asset value proponents put takeover litigation and the Delaware business courts in the national spotlight.

Often, the threat of a takeover that would bust up a company and its business made strange bedfellows out of traditional adversaries, such as management and labor who would be forced to put aside their differences to present a united front against a hostile bidder, Hamermesh noted.

Spotlight shifts to Delaware

After the U.S. Supreme Court decided in Green v. Santa Fe that merger challenges were the province of  state law and not classic federal securities laws because they focused on fiduciary duty, not securities deceit and fraud, the Delaware state courts rose to prominence, the professors agreed. Santa Fe Industries, Inc. v. Green, 430 U.S. 462 (1977)

They discussed the key Delaware decisions in the 1980’s that tried to balance the right of the directors to manage their companies, against the right of investors, as the owners, to decide the company’s ultimate fate.

Unocal and Revlon’s effect

The Delaware Supreme Court’s Unocal decision for the first time imposed an “enhanced duty” on directors to show that their takeover defense was a reasonable response to a threat to the corporation by a hostile bidder, they said. Unocal v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985)

One year later, the high court’s Revlon ruling said in a sale-of-control battle the directors effectively become the auctioneers of the company and must take a hostile bidder’s higher offer, because the board’s defenses could be the product of conflicted interests. Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (Del. 1986)

“The Supreme Court said the board has to take the highest offer in a sale situation if its the end of the line for the business, but what if it will live on in some other form?” Hamermesh asked.  In those cases, the board could consider other constituencies, including the interests of constituencies such as employees, creditors and suppliers. Compare generally, Bandera Master Funds LP v. Boardwalk Pipeline Partners, LP, C.A. No. 2018-0372-JTL, Slip op. at 30-31 and n.8 (Del. Ch. Oct. 7, 2019)(recent Chancery decision noting considerations that can be taken into account consistent with fiduciary’s obligation to act in best interests of stockholders.)

The takeover battles evolved into a struggle between long-term revenue proponents and the hedge funds, private equity companies and other activist investors who pushed for changes that would generate quick, short-term profits, he said.

Investing with grandchildren in mind

Today, the issue is still “shareholder primacy”, versus other interests – such as the environment — because “companies can benefit by dumping on the world, but what about my grandchildren — what kind of world will they inherit?” because of investor decisions, he asked.

The professor said like many investors, his stock holdings are through “investment intermediaries” whose short-or-long-term influence on the companies in their portfolio can be hard to gauge.

The iconic Delaware court rulings mainly address the fiduciary duties of corporate officers and directors, “but what duty do investment companies owe to shareholders?” he asked.  The focus has been on the agency costs directors and officers incur in running the company, “but what are the investment intermediaries’ agency costs?”

Responding to Regan’s “where is shareholder litigation going?” question, Hamermesh applauded the Chancery Court’s 2016 Trulia decision that effectively stopped what he called “merger tax” lawsuits in which plaintiff law firms reaped attorney fees for quick settlements that provided no benefit beyond unimportant added deal information.   In re Trulia, Inc. S’holder Litig., 129 A.3d 884, 894 (Del. Ch. 2016).

In hindsight, he said, whatever his contribution has been to his field, his choice of corporate over criminal law meant that, “I was basically representing people fighting about money, and no one was going to die.”

The 35th Annual Francis G. Pileggi Distinguished Lecture in Law (named after the father of this blog’s primary author) will be held on:

Friday, November 8, 2019.

Registration and breakfast is at 8:00 a.m. at the Hotel du Pont in Wilmington, Delaware. The Annual Lecture begins at 8:45 a.m.

The 34th Annual F.G. Pileggi Distinguished Lecture in Law (named after my father) will be presented by Professor David A. Skeel, Jr., the S. Samuel Arsht Professor of Corporate Law at the University of Pennsylvania Law School. Details about the event on November 2, 2018, are at this link, and as follows:

Hotel du Pont, du Barry Room, 11th and Market Streets, Wilmington, Delaware 19801

Breakfast at 8:00 a.m. and lecture at 8:45 a.m.

One substantive CLE credit available in DE and PA and online registration available at   delawarelaw.widener.edu/pileggi2018

For additional information or for accessibility and special needs requests, contact Carol Perrupato at caperrupato@widener.edu or 302-477-2178.

Highlights of the annual lectures for several prior years have appeared on these pages.

The Delaware Journal of Corporate Law of Widener University Delaware Law School

presents the 33rd Annual Francis G. Pileggi Distinguished Lecture in Law

Is Delaware Retreating?

Randall S.Thomas
John S. Beasley II Chair in Law and Business
Director, Law & Business Program
Professor of Management, Owen Graduate School of Management
Vanderbilt Law School

Friday, October 20, 2017

8:00 a.m. Breakfast; 8:45 a.m. Lecture

Hotel DuPont, du Barry Room
11th and Market Streets
Wilmington, Delaware 19801

Encore presentation 11 a.m.

Widener University Delaware Law School

One substantive CLE credit available in DE and PA

Register online here.

For additional information or for accessibility and special needs requests,
contact Carol Perrupato at caperrupato@widener.edu or 302-477-2178.

Prior Annual Pileggi Distinguished Lectures have been highlighted on these pages. This Lecture Series was funded by my late father, F.G. Pileggi, Esq., over 30 years ago when I was on the law review and was thinking of a vehicle to attract prominent scholars to contribute law review articles, based on their annual lectures.

Supplement: The PowerPoint slides from this year’s Lecture are now available .

The Delaware Journal of Corporate Law of Widener University Delaware Law School presents the 32nd Annual Francis G. Pileggi Distinguished Lecture in Law

Can General Counsels be Independent: Resolving the Partner-Guardian Tension

Ben W. Heineman, Jr.
Senior Fellow at Harvard Law School’s Program on the Legal Profession and its Program on Corporate Governance; Senior Fellow at the Belfer Center for Science and International Affairs at Harvard’s Kennedy School of Government; Lecturer in Law at Yale Law School; and former GE Senior Vice President—General Counsel

Friday, November 18, 2016
8:00 a.m. Breakfast; 8:45 a.m. Lecture
Hotel DuPont, du Barry Room
11th and Market Streets
Wilmington, Delaware 19801

Encore presentation 11 a.m.
Widener University Delaware Law School

One substantive CLE credit available in DE and PA
Online registration form available at above hyperlink
For additional information or for accessibility and special needs requests, contact Carol Perrupato at caperrupato@widener.edu or 302-477-2178.

Prior Lectures have been highlighted on these pages.

The Delaware Journal of Corporate Law
of Widener University Delaware Law School
presents the 31st Annual Francis G. Pileggi Distinguished Lecture in Law

Title of Lecture: “Shareholder Activism: the Triumph of Delaware’s Board-Centered Model and the New Role for the Board of Directors”

Presented by: Professor Jeffrey N. Gordon
Richard Paul Richman Professor of Law, Columbia Law School;
Co-Director, Richman Center for Business, Law & Public Policy;
Co-Director, Ira M. Millstein Center for Global Markets and Corporate Ownership; Co-Director, Center for Law and Economic Studies

Friday, October 16, 2015

8:00 a.m. Breakfast; 8:45 a.m. Lecture

Hotel DuPont, Green Room
11th and Market Streets
Wilmington, Delaware 19801

One substantive CLE credit available in DE and PA

Online registration form available at delawarelaw.widener.edu/pileggi2015

For additional information or for accessibility and special needs requests, contact Rose E. Callahan at recallahan@widener.edu or 302-477-2014.

Prior lectures in this series have been highlighted on these pages.

Delaware and the Development of Corporate Governance
PileggiLecture184px

The Delaware Journal of Corporate Law of Widener Law Delaware
presents the

30th Annual Francis G. Pileggi Distinguished Lecture in Law
Delaware and the Development of Corporate Governance
Professor Brian R. Cheffins
S.J. Berwin Professor Corporate Law,
University of Cambridge, Cambridge, UK

Friday, October 17, 2014
8:00 a.m. Breakfast; 8:45 a.m. Lecture

Hotel duPont, du Barry Room
11th and Market Streets
Wilmington, DE 19801

One substantive CLE credit available in Delaware and Pennsylvania.

Register online, or download the brochure and registration form as a pdf below and mail, email, or fax the form to Rose Callahan.

Download the brochure and registration form as a pdf ]

For questions or inquiries, please contact Rose E. Callahan at 302-477-2014 or via email at recallahan@widener.edu.

Since 1998, Professor Brian R. Cheffins has been the S. J. Berwin Professor of Corporate Law at Cambridge University. He began his academic career at the University of British Columbia’s Faculty of Law, where he taught from 1986 to 1997. Professor Cheffins has held visiting appointments at Duke, Harvard, Oxford and Stanford and was named a Guggenheim Fellow in 2002. His primary research interests are corporate governance and corporate law, with particular reference to economic and historical aspects. Professor Cheffins is the author of Company Law: Theory, Structure and Operation (Oxford, 1997), The Trajectory of (Corporate Law) Scholarship (Cambridge, 2004) and Corporate Ownership and Control: British Business Transformed (Oxford, 2008).

In the 2014 Pileggi Lecture, entitled “Delaware and the Development of Corporate Governance,” Professor Cheffins will assess Delaware’s contribution to a corporate governance transformation U.S. public companies have experienced over the past 40 years. He will focus on various judgments handed down by Delaware’s courts that qualify as corporate governance landmarks while making the point that Delaware’s impact has varied from marginal to substantial depending on the era and the governance topic involved.

The article prepared in connection with the Annual Lecture will appear in the Delaware Journal of Corporate Law and is available on SSRN.

Prior Lectures in this series, at least for the last few years, were highlighted on these pages.

History of the Annual Pileggi Lecture
In 1985, Francis G.X. Pileggi, who was then the Internal Managing Editor for the Delaware Journal of Corporate Law, envisioned creating a forum where practitioners, judges, and academics, distinguished in the area of corporate law, could speak directly to those most responsible for setting policy on corporate law in the United States—the Delaware bench and bar. Through his efforts and the generosity of his father, Francis G. Pileggi, the idea turned into reality. It continues today through the members of the Delaware Journal of Corporate Law and the continued generosity of Francis G. Pileggi, a founding attorney of Pileggi & Pileggi.

UPDATE: Frank Reynolds of Thomson Reuters has written an excellent summary of the Lecture this year.

Widener University School of Law announced that Guhan Subramanian, the Joseph Flom Professor of Law & Business at Harvard Law School, delivered the 2013 Annual Francis G. Pileggi Distinguished Lecture in Law. This is the 29th year of this Lecture Series.

The title of this year’s lecture was, “Delaware’s Choice,” and was presented on Friday, Nov. 22 in the du Barry room of the Hotel du Pont at 11th and Market Streets in Wilmington. The Institute of Delaware Corporate and Business Law provided a synopsis of this year’s lecture. Professor Subramanian provided an overview of his presentation on the Harvard Law School Corporate Governance Forum with links to related commentary.

Frank Reynolds of Thomson Reuters also penned a helpful overview of the Lecture.

Highlights of the lectures from prior years were provided on these pages here, here and here.

Subramanian, who also serves as the Douglas Weaver Professor of Business Law at Harvard Business School, discussed Delaware’s antitakeover statute, DGCL Section 203, its constitutionality and the merits of amending it to strengthen it against a possible legal challenge.

Subramanian is the first person in the history of Harvard University to hold tenured appointments to both the law school and the business school. His research explores topics in corporate governance and negotiations, and he has published articles in the Stanford Law Review, the Yale Law Journal, the Harvard Business Review and the Harvard Law Review. His work has been featured in the Wall Street Journal, the New York Times and The American Lawyer. His book “Dealmaking: The New Strategy of Negotiauctions” has been translated into five other languages. Prior to joining the Harvard faculty he spent three years at McKinsey & Company.

The annual Pileggi lecture is presented by Widener Law and the Delaware Journal of Corporate Law. The series has attracted many renowned speakers in the area of corporate law since the first Pileggi lecture in 1986. As in the past, this year’s program has been approved in Delaware for one continuing legal education credit and in Pennsylvania for one substantive continuing legal education credit.

The event each year is made possible by the generosity of Francis G. Pileggi, a founding attorney of Pileggi & Pileggi and father of Widener Law alumnus Francis G.X. Pileggi, who conceived of the idea while he was on the law review in order to create a corporate law forum for practitioners, judges and academics.

This annual lecture in law by a nationally-recognized corporate scholar took place this year on November 9, 2012 at the Hotel duPont in Wilmington and featured Professor Lyman P.Q. Johnson.

Professor Johnson’s presentation was entitled:

“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.