The Delaware Top Five Great Debate
Go here and here and here for a great debate between two of law’s biggest studs on the Top Five cases of 2007 from the Delaware Chancery Court.
Professor J. Robert Brown and Francis G.Xavier Pileggi debate whether the court is pro- or con- shareholders. There are some great links to the details, in particular for cases involving slamdowns excessive compensation grabs while Directors were being sheep.
“…the business judgment rule is not a “blank check.” The court stated that “the rule does not require the court to bless the conclusion of a director that is self-evidently nonsense on stilts, nor does it protect a board that looks into the sun and names it the moon.”
Where are all the cases of Directors getting slammed on options backdating? Hey plaintiff’s bar, I’m still waiting.
And when are we going to see a case regarding accountant’s participation in the scheme go to trial? It would be nice to finally dig under that rock.
I am so old, I remember the 1977 Foreign Corrupt Practices Act. It makes it a felony for a publicly-held company to falsify records. As I recollect, that’s the “books and records” section. Stop fiddling around, indict every human resources manager, lawyer and executive who was involved in stock option backdating if it falls under the Act. If the CPAs knew, they’re accessories after the fact. Fill our minimum security prisons with these guys. If hundreds of Big Law Firm partners do time, so be it.