I’m relaunching ProfessorBainbridge.com at Substack. The focus will continue to be corporate law and governance. I hope you’ll join me. I will leave this site up as an archive for at least a while.
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On not signing most open group letters by my fellow legal academics
Last week, I signed an open letter to the Delaware legislature by a group of corporate law academics addressing aspects of Delaware SB 21, which was then pending before the Delaware House. This week, as you may have seen, 80
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Moving the Blog Poll
I’m thinking about moving my blog https://t.co/DQw5w4N9iJ to Substack with an exclusive focus on corporate law and governance. No politics, wine,recipes, or other folderol. I’d start off at $ 5/month and commit to doing at least 2 substantive posts a
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Trump’s assault on the legal profession
This is going to be an unpopular comment with a lot of my lawyer friends, but here goes: I do not defend what Trump is doing to law firms. At the same time, however, I don’t see BigLaw as a
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Optionality is optimal: Talley, Gordon, Bainbridge et al Law Professor Letter to the Delaware Legislature Urging SB 21 be Made Optional
Eric Talley, Jeff Gordon, and I have each posted proposals that Delaware SB 21 be amended to make it optional. Over the weekend we worked up a letter to the Delaware legislature advancing just such a proposal (Eric
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Delaware Senate Bill 21: A Comprehensive Analysis and Proposals for Improvements
As regular readers know, I have been posting a lot about pending Delaware Senate Bill 21. Using Claude, I pulled all of those posts into a single document–Delaware Senate Bill 21: A Comprehensive Analysis and Proposals for Improvements–that
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Talley and Gordon on contractarian solutions to the conflicted controller debate surrounding Delaware SB 21, which I endorse
I am what is known in corporate law jurisprudence circles as a contractarian. As I explain in my essay, Community and Statism: A Conservative Contractarian Critique of Progressive Corporate Law Scholarship, “contractarians” model the firm not as an entity,
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The Badly Drafted Books and Records Provisions of Delaware SB 21: What Documents Can Shareholders Inspect?
As regular readers know, I have been blogging regularly about the SB 21 bill currently pending before the Delaware legislature. I’ve focused solely on the provisions amending DGCL section 144 as it relates to conflicted interest transactions by directors, officers,
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Andrew Verstein’s new article “The Corporate Census” gets a nice shout out from corporate governance guru Evan Epstein
I am a huge fan of Evan Epstein‘s newsletter. In the latest post, he offers up a good summary of the state of play in Delaware’s current corporate law debate about the fiduciary duties of controlling shareholders. https://lnkd.in/ghgDW-WEIn
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Courts are not omniscient and/or sacrosanct. Not even Delaware courts. The law governing conflicted controller transactions needs a legislative fix.
Lucian Bebchuk has posted a critique of Delaware SB 21, which raises several objections to the bill. As a supporter of the bill, I disagree with much of it. But I want to speak here to an aspect that
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