Page 5 - Delaware Lawyer - Fall 2022

EDITOR’S NOTE
Delaware is known across the U.S. and around the world for its excellence in corporate law. Law- yers and lay people alike associate Delaware with its longstanding basis as a leader in corporate law, and members of the global legal community have long looked to the Delaware General Corporation Law (DGCL) for its sophistica- tion and the predictability and consistency it provides to corporations and stock- holders alike.
Today, Delaware remains
at the forefront of the cor-
porate world, thanks in no
small part to the constant
hard work of the members
of our bench and bar to ensure our place at the top of the corporate food chain. Part of that attention is to make sure that corporate law is not forever set in stone, and contin- ues to evolve with the times. Lawyers develop innovative theories and our courts rule whether they fall within the strictures of the law.
Sometimes factors beyond our control thrust Dela- ware corporate law into the national spotlight, bringing unexpected attention to our laws and courts. This has happened from time to time over the years, including the hostile takeover boom of the 1980s, and the Walt Disney Company fiduciary duty litigation that spanned nearly a decade across the 1990s and 2000s. This year, Elon Musk and Twitter returned Delaware and the Court of Chancery to national and international headlines, as corporate law’s version of the O.J. Simpson trial played out right here in the First State, with the added challenges and benefits of real-time litigation commentary on social media and in the court of public opinion.
Professors Ann Lipton and Eric Talley tackle Twitter v. Musk head-on in our first article, delivering an outstand- ing recap of the parties’ claims and defenses, and also offering their insights into what the Twitter litigation was (and was not), and what we learned during the months
that captivated corporate America (and the world).
In our second article, Vice Chancellor Paul Fiora- vanti shares some insider tips for Court of Chancery litigators. The Court re- cently updated its guide- lines for practitioners, and the Vice Chancellor walks through some of the most notable changes and of- fers his thoughts on how lawyers can best ser ve their clients’ interests in their in- teractions with the Court and opposing counsel.
Next, longtime Dela- ware lawyer Vern Proctor examines the increasing focus on the incorporation of environmental, social and governance (ESG) fac-
tors into corporate governance and actions. ESG presents unique issues for corporate leaders, as they try to balance their fiduciary duties with these emerging factors that an increasing number of investors consider important when deciding whether to invest in a particular company.
Finally, Professor Anat Alon-Beck and Delaware native John Livingstone discuss the emerging issue of whether a Delaware corporation can contractually restrict a stock- holder’s rights to inspect the company’s books and re- cords under Section 220 of the DGCL. As this question winds its way through the courts in a handful of pending cases, the authors urge Delaware to maintain the broad reach of inspection rights to avoid the narrowing of the stockholder-corporation playing field.
Corporate law is a cornerstone of Delaware legal prac- tice, and shows no signs of slowing down. Delaware Law- yer is proud to continue to provide our readers with up- dated perspectives on some of the leading corporate law issues of the day.
James H. S. Levine
James H. S. Levine
FALL 2022 DELAWARE LAWYER 3