The 24th Annual F.G. Pileggi Distinguished Lecture in Law, sponsored by The Delaware Journal of Corporate Law, the lead law review of Delaware’s Widener University School of Law, was presented today by Professor Eric Talley, a visiting professor this year at Harvard Law School.  Here is a short description of this year’s event with a link to a video of the presentation. 

The prior 23 Annual Distinguished Pileggi Lecturers have been listed here. My posts about last year’s Distinguished Pileggi Lecturer (and reference to the two prior years) is available here. Some background on how the Annual Lecture began is described here. 

UPDATE: The Delaware Law Weekly has a story about it here. The Delaware Corporate Litigation Reporter, published by Thompson-West, also has an article about it that they graciously allowed me to reprint on this blog here.

A  partial abstract of this year’s Distinguished Lecture in Law by Professor Eric Talley,  held at the Hotel duPont in Wilmington, Delaware, on October 10, 2008,  is as follows:

How Complexity Simplifies Corporate Law, Governance, and Incentives

ABSTRACT:

Complexity makes corporate law and governance both challenging and interesting. Indeed, the modern corporate enterprise must mediate and regulate a vast number of conflicting interests, claims, constituencies and authority relationships. Within the shadowy interstices of these conflicts, coordination and incentive problems tend to propagate and thrive. In many ways, the key challenge of corporate law is that of constructing balance amid the chaos of these competing forces.
 

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.

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.

Professor Mark Roe of Harvard Law School presented today the 23rd Annual F.G. Pileggi Distinguished Lecture in Law in Wilmington, Delaware, to members of the Delaware Bench and Bar at the Hotel duPont at 8:00a.m.  The Lecture was entitled: "Does Delaware Compete?" ( The lecture series is named after my father — for those noticing the different initials.) The presentation was approved for one hour of CLE credit in Delaware and Pennsylvania. Here is a more detailed summary of Professor Roe’s scheduled presentation.

I understand that Professor Larry Hamermesh will be providing a summary of Prof. Roe’s Lecture on the Harvard Corporate Governance Blog in the near future.

Among Professor Roe’s many publications is his law review article entitled Delaware’s Politics, 118 Harv. L Rev. 2491 (2005), in which he examines the interplay between Delaware’s role in forming and monitoring the nation’s corporate governance law and the ability of the U.S. Congress to displace Delaware in that capacity.

Here is a post on the 22nd Annual Pileggi Lecture presented by Professor Hillary SaleHere  is a post on the 21st Annual Pileggi Lecture by Professor Stephen Bainbridge, including a link to his law review article prepared in connection with the Lecture which, like each of the annual presentations, is intended to form the basis of an article for Widener’s law review.

UPDATE: Here is a post about the Lecture on the Harvard Corporate Governance Blog.

UPDATE II:  Here is an article about the Lecture in The Delaware Law Weekly.

The 22nd  Annual Francis G. Pileggi Distinguished Lecture in Law will be held on October 20 at 8:00a.m. at the Hotel duPont in Wilmington, Delaware. This year’s lecturer is Prof. Hillary Sale, a nationally prominent corporate law expert. The lecture is approved for one-hour of free CLE for both Delaware and Pennsylvania attorneys. Prof. Sale’s presentation: "Caremark: A Tale of Two Fiduciaries" comes on the 10th anniversary of the Court of Chancery decision by retired Chancellor William T. Allen titled In re Caremark International Inc. Derivative Litigation. The famous decision dramatically focused attention on directors’ roles in implementing corporate compliance programs. More details are available here (including a number to rsvp, though seating is limited) .

A recent law review article by a former Delaware corporate litigator, turned law professor, provides timely insights about recent developments in Delaware corporate law regarding the private enforcement of directors’ fiduciary duties. The article is based on a lecture that Professor Randall Thomas delivered a few months ago in Delaware (that is part of a series named after my saintly father, may he rest in peace). With the permission of The Chancery Daily, we offer the TCD’s following overview:

Friday, October 20, 2017, marked the 33rd year of The Delaware Journal of Corporate Law and the Delaware Law School’s Annual Francis G. Pileggi Distinguished Lecture in Law, where Vanderbilt Law School’s Professor Randall S. Thomas posed the question: Is Delaware Retreating? His discussion considered refinement and more or less sudden abrogation in subsequent case law of legal rules announced in four groundbreaking Delaware corporate law decisions: William B. Weinberger v. UOP, Inc., No. 58, 1981, opinion (Del. Feb. 1, 1983); Unocal Corp. v. Mesa Petroleum Co., et al., No. 152, 1985, opinion (Del. June 10, 1985); Revlon, Inc., et al. v. MacAndrews & Forbes Holdings, Inc., Nos. 353, 354, 1985, opinion (Del. Mar. 13, 1986); Blasius Industries, Inc., et al. v. Atlas Corp., et al., C.A. No. *9720-CA, opinion (Del. Ch. July 25, 1988). Today’s edition of The Chancery Daily includes mention of the paper upon which the lecture was based — Delaware’s Retreat: Exploring Developing Fissures and Tectonic Shifts in Delaware Corporate Law (Cox; Thomas) — which in TCD’s view presents a thoughtful, balanced, and cautious view of, in particular, developing aspects of Delaware law, exemplified by the [below] excerpt from the paper’s conclusion.

In our view, there are reasons to be concerned that private enforcement of director fiduciary duties has spiraled out of control, but at the same time, it is important to remember that the new cutbacks by the Delaware courts and legislature will weaken shareholder monitoring of corporate management and potentially increase the incidence of director misconduct.

Cox & Thomas 12/01/2017

Prior Annual Pileggi Lectures in the series have also been highlighted on these pages.

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 professor told a gathering of Delaware’s bench and bar recently.

After a two-year pandemic pause, jurists and attorneys returned to the Hotel DuPont in Wilmington for the 36th Annual Francis G. Pileggi Distinguished Lecture in Law to hear Business Ethics: What Everyone Needs to Know,’ presented by J.S. Nelson, an Associate Professor at the Harvard Business School and an Associate Professor at Villanova Law School.

Nelson began by popping what she identified as numerous myths about ethics

Compared to the statutes and rules that corporate lawyers deal with, ethics is rather esoteric

Ethics–essentially, man’s instinct to do the right thing–is not a theoretical subject, but is rather the foundation for the formulation, interpretation, application and enforcement of laws, Nelson said.  “Ethics is nothing like what you think it is.”

Ethics are just a matter of subscribing to a set of principles

It’s more complicated than that because humans have a dual nature regarding ethics, she pointed out.  On one hand, they proudly endorse certain values and behaviors and believe they are ethical, but on the other, they are very susceptible to pressure from certain institutions and situations to compromise or suspend even fervently held values and principles—often with famously disastrous results.

The people who said they were “just following orders” during the Holocaust were unique

Nelson told the group that extensive behavioral studies have repeatedly produced the exact opposite conclusion: regardless of ethnic, cultural or religious background more than two thirds of test subjects will yield to consistent unified pressure to join with an institution or group’s program –when the program directly contradicts the subject’s core ethical principles.

She said this dynamic applies in the corporate world when employees confront a corporate culture that tolerates or even promotes lax quality control, poor safety or working conditions, gender inequality or sexual harassment or questionable financial practices.  They will often do what they must to get along in the world in which they find themselves.

Ethical management does not produce a better bottom line.

Actually, in the long run, a management that provides good working conditions with equal pay, benefits and opportunities and prioritizes quality and safety over short-term operating cost savings will attract and retain more engaged, efficient staff, enjoy greater profits, and “won’t have to worry about where the next scandal will be coming from,” Nelson predicted.

But to have that positive proactive effect, the institution must present a consistent unified position against even small ethical wrongs, because it’s all too easy for a company’s effect on ethics to reverse and snowball in the negative direction, she said.

The Boeing example

For example, Nelson said, the Boeing Company had a stellar safety record until its management and board decided to create a higher passenger capacity version of its workhorse 737 jetliner without a complete redesign.  Instead, they opted to essentially hang bigger engines on its wings to lift the greater weight and when that caused a tippy fore/aft balance problem, they devised a computer program to help pilots compensate, but the program had deadly flaws that allegedly caused two crashes with the loss of all aboard, she explained.

That triggered an FAA investigation that grounded the entire 737 MAX fleet for 20 months and a successful shareholder suit in the Delaware Chancery Court that claimed Boeing’s directors were liable for lax safety that caused large financial losses. In Re the Boeing Company Derivative Litigation, No. 2019-0907-MTZ opinion issued, (Del. Ch. Sept. 9, 2021).

As this blog has reported, ethical failure allegations played a key role in Vice Chancellor Morgan Zurn’s Sept 9, 2021 landmark ruling which found plaintiffs’ derivative director oversight claims met the tough pleading standards of the Delaware Supreme Court’s Marchand ruling with well-supported allegations that a majority of the directors are likely liable for Boeing’s billions of dollars in losses and penalties. Marchand v. Barnhill, 212 A.3d 805 (Del. 2019).

Importantly, Vice Chancellor Zurn’s ruling repeatedly pointed to the Marchand standards in finding that Boeing’s directors:

  1.  Got no regular safety information on the 737 MAX or any of its planes due to their “complete failure” to establish a committee or regular board reports on safety issues,
  2.  After the first crash, did not immediately investigate what caused the 737 MAX to repeatedly push its nose down in a series of disastrous dives at low speeds and instead virtually ignored the problem even though safety was a “mission critical” area,
  3. Intentionally misled federal regulators about the scope and seriousness of a computer pilot training program meant to help them use software that would allegedly minimize nose-down dives,
  4. Allegedly lied to the public and regulators about how comprehensive, how much in good faith and how quickly implemented their post-crash safety program was.
  5. Never pressed the CEO for more information or questioned his conclusions when he repeatedly told the board the 737 MAX was safe and blamed the crashes on pilot and maintenance errors.

But Nelson pointed out that rulings on alleged low points in corporate behavior often prompt positive changes in ethical standards, “and sometimes today’s ethics become tomorrow’s laws.”