Message From the President

Now that the ink is dry on recent changes to Delaware’s corporate code, a thought or two may be in order. To understand the present, it’s important to reflect on the past. For decades, the Corporate Law section of the State Bar Association would deliberate on proposed changes to Delaware law over weeks, months, and sometimes years before recommending reforms. That section was composed of senior partners from our most influential firms, along with other experienced or mid-career attorneys. Today, for a variety of reasons, those ‘heavy hitters’ are less engaged in the process, presenting both a challenge and an opportunity. This section of the bar is very important to Delaware, and the process must be more deliberative and rely on the luminaries of the bar— those with the experience and perspective to help guide thoughtful, lasting improvements to our corporate laws. If the circumstances warrant immediate changes to law or policy, than perhaps metrics should exist that affirm we are in a crisis and an agreed upon set of “fast-track” procedures will be used.

Therefore, in an upcoming issue of this publication, we will be sharing (not endorsing) ideas about how the process used to amend our corporate laws might be better structured. Changes to the law are inevitable, yet part of the Delaware brand has been that changes result from a collaborative, thoughtful, and deliberative process.

It is clear from the comments we heard over the last couple of years that the benefit of more time and more voices might improve the broader acceptance of any proposed changes. The larger business community would welcome this because being asked to endorse changes that are complicated, perhaps controversial, and only tangentially relevant to the thousands of businesses here is an unwelcome position to be in.

Make no mistake, the greater legal community is a substantial and valued part of the Delaware business community. However, it is quite uncomfortable to be pressured to support changes that most people cannot easily describe or relate to at all.

I certainly do not speak for the entirety of the business community, but I do speak for a sizeable portion of it. We are all for Delaware, but that stance has its limits. While the urgency of the situation may have required swift action, we cannot afford to repeat this process if we want well-reasoned, widely accepted legislation in the future.