Delaware’s favorite corporate law scholar, the prolific and widely-quoted Professor Stephen Bainbridge, writes that the effort afoot to promulgate a Restatement of the Law of Corporate Governance is unnecessary at best, citing to extensive scholarship–including his own–as well as extensive case law to support his position opposing the titular topic.

The good professor makes his

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.

Corporate lawyers have a unique opportunity to influence American companies to benefit by practicing the ethical standards their mission statements and codes of conduct espouse, a Villanova Law School

During the 17 years or so of this blog’s existence, we have featured many Delaware decisions on the topic of indemnification and advancement for directors and officers, interpreting a company’s obligations to make those payments pursuant to Delaware General Corporation Law (DGCL) Section 145, in addition to contract-based claims for advancement and indemnification. See

Professor Stephen Bainbridge, a leading corporate law scholar whose many publications are cited in opinions of Delaware’s Court of Chancery and Supreme Court, recently provided learned commentary about the latest guidance by the SEC on Rule 14a-8 regarding shareholder proposals.

The good professor provides citations and links to other commentary that suggests that this

The Delaware LLC Act, and related alternative entity acts, were amended effective August 1, 2021. There are three particular amendments, in response to three separate court decisions, that are especially noteworthy:

  • Amendments were made to allow delegation of management rights even by a conflicted principal–in response to the Chancery decision in Wenske v. Bluebell Creameries