In his essay, <em>The Myth That Insulating Boards Serves Long-Term Value</em>, Professor Lucian Bebchuk draws a stark dichotomy between so-called “insulation advocates” and proponents of shareholder-driven direct democracy. This Essay begins by rejecting this crude divide between “good” and...

These days it has become fashionable to talk about whether the incentive system for the governance of American corporations optimally encourages long-term investment, sustainable policies, and therefore creates the most long-term economic and social benefit for American workers and investors....

This article addresses what legal and financial advisors can do to conduct an M & A process in a manner that: i) promotes making better decisions; ii) reduces conflicts of interests and addresses those that exist more effectively; iii) accurately records what happened so that advisors and their...

Citizens United has been the subject of a great deal of commentary, but one important aspect of the decision that has not been explored in detail is the historical basis for Justice Scalia's claims in his concurring opinion that the majority holding is consistent with originalism. In this...

In this commentary, the authors examine the role of Smith v. Van Gorkom as part of a continuum of Delaware judicial decisions that gives insufficient weight to the substantive policy judgments underlying the gross negligence standard of review that governs whether corporate directors should be...

The past two decades have witnessed a vigorous continuation of the long-standing debate about the proper role of the corporation in our society. Recently, that debate has centered on the question of who -- the directors or the stockholders -- should have the ultimate power to decide whether the...

In this speech, Vice Chancellor Strine analyzes a corporate law hypothetical that (1) raises some of the tough ethical choices that must be made by legislators and judges forging the Delaware corporation law; (2) is designed to stimulate thought about the social role of the corporation in our...

In this essay, Vice Chancellor Strine responds to “The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence, and Policy,” an article by Professors Bebchuk, Coates, and Subramanian, and highlights the basic policy choice that the authors ask the Delaware courts to enshrine in the...