Wednesday, May 12, 2021, 11:00 AM to 12:00 PM @Webinar :
VIEW RECORDING OF THE VICE CHANCELLOR’S TALK
The Weinberg Center will be hosting a webinar featuring Vice Chancellor J. Travis Laster from the Delaware Court of Chancery and the Weinberg Center’s 2021 John L. Weinberg Distinguished Speaker. BIO
The John L. Weinberg Distinguished Speaker series was begun by the Center as part of the Center’s initiative to highlight a prominent speaker who focuses on current and relevant corporate governance topics. This year we are delighted to host The Honorable J. Travis Laster, Vice Chancellor of the Delaware Court of Chancery.
Vice Chancellor Laster’s talk is titled “Purpose, Power, and Fiduciary Duty: Dimensions of Delaware’s Corporate Law Regime.” A short description of his talk follows:
The past two years have witnessed a reinvigorated debate over the purpose of the corporation, framed as a contest between a duty to prioritize the interests of stockholders and the ability to consider and balance the interests of multiple stakeholders. Delaware adheres to a traditional view of corporate law. That view, which dates back to the nineteenth century, imposes fiduciary duties on directors to pursue the best interests of the corporation for the ultimate benefit of its stockholders. But that view does not require that directors relentlessly seek to maximize the share price, nor that they follow the wishes of the holders of a majority of the shares. To the contrary, that view obligates directors to promote the long-term value of the corporation as a presumptively permanent entity, for the benefit of investors who have committed their capital indefinitely to the firm. Properly understood, a stockholder-oriented perspective requires the longest of long-term views, which necessarily requires consideration of stakeholder interests, as well as broader societal and environmental concerns.
This talk and the issues that will be highlighted are extremely important and timely. We hope you will join us for this event.
DELAWRE CLE: This webinar has been approved for 1.0 Delaware CLE credits.
Materials
- Leo E. Strine, Jr., “Our Continuing Struggle With The Idea That For-Profit Corporations Seek Profit,” 47 Wake Forest L. Rev. 135 (2012).– This article provides a thorough overview of the realities of stockholder-oriented governance.
- Frederick Hsu Living Trust v. ODN Holding Corporation, 2017 WL 1437308 (Del. Ch. Apr. 24, 2017). This is an edited version of a decision where the plaintiff alleged that the directors breached their fiduciary duties by prioritizing the interests of contractual claimants over their duties to stockholders. The contractual claimants in this case were preferred stockholders, but the legal principles apply to any contractual claimants.
- Wachtell Lipton Rosen & Katz,“It’s Time To Adopt The New Paradigm,” (Feb. 11, 2019). This memorandum from Wachtell Lipton captures the concerns that animate the move away from stockholder-oriented governance.
- Skadden, “Directors’ Fiduciary Duties: Back to Delaware Law Basics” (Feb. 19, 2020). This memorandum from Skadden provides a concise summary of existing Delaware law.
- The Business Roundtable, “Statement on the Purpose of a Corporation” (Aug. 19, 2019).This announcement from the Business Roundtable catalyzed the current debate over governance and demonstrated that the issue had gone mainstream.