Page 7 - Delaware Lawyer - Winter 2020

EDITOR’S NOTE
James H. S. Levine
corporate books and records. They analyze developments con- cerning electronic communications, whether records are inher- ently subject to confidentiality restrictions, and what consti- tutes a “proper purpose” for inspection.
In the fourth article, John Mark Zeberkiewicz catalogues the history and application of Sections 204 and 205 of the DGCL. Enacted in 2014, these statutes provide corporations a new mechanism to correct defective corporate acts and au- thorize the Court of Chancery to use its equitable powers to validate acts that would previously have been incurable.
Finally, in the fifth article, Sam Closic examines the develop- ment of another new standard, Corwin, which enables corpo- rations to “cleanse” non-controlling stockholder transactions and obtain protection under the business judgement rule. This article examines Corwin and its progeny, including how courts have analyzed the materiality of disclosure claims.
This issue’s “Of Counsel” features a giant of Delaware cor- porate law, former Chancellor William T. Allen, who passed away last October. In this piece, Ken Nachbar shares his experi- ences with Chancellor Allen as a friend, colleague and mentor, in addition to the legal heavyweight whose influence shaped corporate law for generations to come.
James H. S. Levine
Corporate law has long been a centerpiece of Delaware legal practice. For well over 100 years, businesses have been drawn to Delaware because of the benefits the Delaware General Corpo- ration Law (DGCL) affords, as well as the expertise of the Dela- ware Bar and the high-quality, consistent analysis of corporate issues rendered by the country’s preeminent judiciary.
But corporate law is far from static. Delaware’s corporate law continues to evolve, meeting the developing needs of cor- porations and stockholders alike. The Winter issue of Delaware Lawyer highlights some recent developments in the corporate realm, as the First State’s reputation as America’s preferred cor- porate domicile continues to grow.
In “The MFW Standard, Child Prodigy, Turns Six Years Old,” Rolin Bissell traces the birth and formative development of a relatively new standard that can afford deferential business judgment protection to controlling stockholder transactions. The article walks through MFW’s origins and refinements since its first introduction.
For the second article, I had the pleasure to sit down with two of the Court of Chancery’s newest members — Vice Chan- cellors Morgan Zurn and Kathaleen McCormick — to discuss their backgrounds, how they came to the Bench, and what sets Delaware lawyers apart. They also provide some helpful insight for lawyers appearing before them on how to maximize their time with the Court’s attention.
Next, Ed Micheletti, Bonnie David and Alexis Wiseley dis- cuss recent trends in litigation over stockholder demands for
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