Former U.S. Attorney General William Barr wrote an article in today’s Wall Street Journal arguing: Delaware is at risk of losing its prominence in corporate law because of what the former U.S. Attorney General describes as the increasing infiltration into Delaware corporate law of ESG priorities, for example via Caremark claims.
Barr describes ESG as
Commentary
New Book on U.S. Supreme Court Justice Clarence Thomas
By Francis Pileggi on
Posted in Commentary
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U.S. Court of Appeals Judge Amul Thapar recently published a book entitled, “The People’s Justice: Clarence Thomas and the Constitutional Stories that Define Him.” This is not a book review. Rather, I just wanted readers to be aware of this exemplary new publication. The book should be read by those who seek…
Highlights of Prof. Bainbridge’s Latest Book, Called The Profit Motive: Defending Shareholder Value Maximization
By Francis Pileggi on
Posted in Commentary
Regular readers of these pages over the last 18 years are familiar with one of the nation’s most prolific corporate law scholars: Professor Stephen Bainbridge, who is often cited in Delaware court decisions. His latest book weighs in on the latest craze in corporate law: ESG considerations in addition to the traditional focus on shareholder…
ESG; Corporate Governance; and The Profit Motive
By Francis Pileggi on
Posted in Commentary
A new book by the prolific corporate law scholar, Prof. Stephen Bainbridge, who is often cited in Delaware court opinions, addresses the movement referred to as ESG: the “800-pound gorilla” in current developments in corporate law. The good professor contributes his prodigious expertise and lifelong scholarship in service of informing the public about this…
Shareholder v. Stockholder–which term is preferred in Delaware?
By Francis Pileggi on
Posted in Chancery Court Updates, Commentary
Although this short post does not qualify as breaking news, it will be a useful reminder for some:
The Delaware Court of Chancery prefers “stockholder” as the term uniformly used in the Delaware General Corporation Law for those owning a corporation, though in the past, especially prior to the 2010 DGCL amendments, there were inconsistent…
Amendment to Delaware Law Offers Exculpation For Corporate Officers
By Francis Pileggi on
Posted in Commentary
The Delaware General Corporation Law was recently updated to afford corporate officers the opportunity to enjoy the benefits of exculpation from some forms of liability that corporate directors have enjoyed protection from for many years.
Much has already been written about this topic, but a recent post on the Harvard Law School Corporate Governance Blog…
Big Law Ethics
By Francis Pileggi on
Posted in Commentary
Vice Chancellor J. Travis Laster of the Delaware Court of Chancery gave a lecture at the University of Iowa College of Law on “Big Law Ethics”, or lack thereof, based on findings that His Honor described in the “A” trilogy of cases in which he scored the ethical lapses of several senior partners in a…
Do We Need a Restatement of the Law of Corporate Governance?
By Francis Pileggi on
Posted in Commentary
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.
Law professor tells Delaware lawyers to advise companies to do the right ethical thing
By Francis Pileggi on
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…
Amendments to DGCL Section 145: Indemnification and Advancement Via Captive Insurance Companies
By Francis Pileggi on
Posted in Commentary
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…