Adapted from Remarks at the Journal of Corporation Law’s 51st Annual Symposium

Delaware corporate law has endured for decades because of its simplicity.  In a recent keynote address at the Journal of Corporation Law’s annual symposium, I reflected on why, amid intensifying governance debates, we cannot lose our bearings.  We must resist the intellectual gravity that pulls us toward complexity and invites us to mistake it for rigor.

Delaware’s strength lies not in creating elaborate doctrine, but in maintaining a stable structure that empowers directors to lead, enables investors to rely on durable standards, and guides courts to remain faithful to their institutional role.  It is time to recenter on those enduring first principles.

The Fiduciary Promise

The fiduciary relationship is the centerpiece of Delaware law.  When stockholders invest in a corporation, they entrust their property to the stewardship of its directors and officers.  In return, those fiduciaries make a simple, powerful promise to be loyal and careful.  Loyalty demands an undivided allegiance to the corporation and its stockholders.  Care requires an informed and engaged process—not a guarantee of results.

We do not expect directors to be infallible.  Nor do we hold them liable when well-intentioned decisions go wrong.  We ask—and presume—that they engage, deliberate, and exercise independent, good-faith judgment.

These duties point managers toward a clear purpose: promoting the corporation’s long-term value for its stockholders.  That clarity of purpose is not a limitation.  It ensures predictability, renders performance measurable, and makes duties enforceable.

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