The Online Law Review for the University of Denver will, for the third time, publish an entire issue of student papers on a common topic in the area of corporate law and governance. This one examines "The Direction of Delaware Law." Past issues have involved discussions of the JOBS Act and proxy plumbing issues. The third issue for the first time looks at topics under Delaware law.
The issue serves a number of purposes. It is a learning exercise for students, both in developing strong writing skills and learning to thoroughly research a topic. It provides online content for the Law Review, a place where law reviews have been struggling. See Essay: Law Faculty Blogs and Disruptive Innovation. And finally, it provides a mechanism for scholarship that can be quickly published. The DU Law Review published this issue approximately six weeks after the last paper was completed.
In this issue, students have explored in pithy but thorough papers assorted issues under Delaware law. The papers address a myriad of subjects, not all of which can be fairly characterized as management friendly. In this issue:
Robin Alexander has written an article on director independence, particularly the cases that address the impact of business and personal relationships. See Director Independence and the Impact of Business and Personal Relationships.
Riley J. Combelic has written an article that focuses on the obligations of the board of directors in connection with the selection and oversight of financial advisors. See Rural Metro Corp and Ensuring Fairness in a Fairness Opinion.
Charles Gass has looked at the development of the doctrine of waste, the safety value that allows actions even for board decisions that fall within the business judgment rule. See Outer Limits: Fiduciary Duties and the Doctrine of Waste.
Jennifer McLellan has written an article on appraisal rights and the multiple tests used by the courts in assessing share valuation. See An Appraisal of Appraisal Rights in Delaware.
Gabrielle Palmer has examined the right of shareholders to inspect corporate records in the context of socially responsible activity. See Stockholder Inspection Rights and an “Incredible” Basis: Seeking Disclosure Related to Corporate Social Responsibility.
Patrick J. Rohl has tackled the development of forum selection bylaws. See The Reassertion of the Primacy of Delaware and Forum Selection Bylaws.