Wednesday, October 19, 2011
Who's Who Legal has a nice interview with Chief Justice Myron Steele of the Delaware Supreme Court. It's a pretty wide-ranging interview and worth a couple of minutes. Here's a sample:
How has corporate litigation and governance changed since you began practising over 40 years ago?
It’s a significant question, because I think it has changed more since 2002 than in any other decade. We did have a significant decade in the '80s when the takeover business hit its full stride and there was much intellectual debate and litigation that shaped the process for the acquisition business in publicly traded corporations. That was a significant decade. Fiduciary duty law began to be shaped by facts in individual cases to a sharper and more nuanced degree than ever before. Now, this decade has been a phenomenon of a different balance between the authority the board and the board’s accountability to the shareholders. Some people characterise it as the shareholder rights movement, the rise of the importance of the institutional investor as opposed to the individual investor. By institutional investor, I really mean the activist investor – often union pension funds, public employee pension funds, etc. So the debate of the last five to 10 years over perhaps reshaping the relationships between shareholders and the authority of the board is a very significant focus of keeping the right balance between the groups in order to improve performance. Too often, I think the arguments could be phrased as: "We want power," almost as if we should have it as a matter of right, when I think the focus should be: "How do we make adjustments that promote performance that result in not only a better investment for individual or institutional shareholders in a company but that strengthens the market overall?" The focus is not on who can shout the loudest or who has the right answer, but on working to get better performance. Society benefits from the wealth that the corporate world brings to the community.
Oh, and apparently it's no longer a secret: he'll be stepping down when his term expires in 2016.