“I think that the business judgment rule is better considered as an element of duty of care,” said Professor Lyman P.Q. Johnson as he delivered the 28th Annual Francis G. Pileggi Distinguished Lecture in Law on Widener Law’s Delaware campus to an audience of students and faculty.
Johnson presented “Unsettled and Unsettling Issues in Corporate Law,” at a breakfast event Friday, Nov. 9 in the Gold Ballroom of the Hotel du Pont and then again in Polishook Hall later in the morning.
Prior to Professor Johnson’s remarks on the Delaware campus, Delaware Journal of Corporate Law
Editor-in-Chief Nicole M. Sciotto offered a very brief welcome before introducing External Managing Editor Marisa R. De Feo, who was responsible for putting the event together. De Feo introduced Johnson, who praised the Pileggi family as visionaries for putting together a forum for judges and lawyers to discuss important issues in corporate law.
In his remarks, Professor Johnson advocated for the primacy of fiduciary duties, and he suggested “elevating duties themselves to be more prominent and deemphasizing the business judgment rule.” Johnson also discussed the issue of corporate purpose and advocated for a pluralistic approach, arguing that Delaware law may have taken a shift toward shareholder primacy in the Delaware Court of Chancery’s 2010 decision in the dispute between EBay and Craigslist.
The Robert O. Bentley Professor of Law at Washington and Lee University School of Law and the LeJeune Distinguished Chair in Law at the University of St. Thomas School of Law, Johnson is a nationally known scholar whose work focuses on business associations, securities regulations, corporate finance and business planning. His article on the business judgment rule was voted by American corporate law professors to be one of the “top 10” corporate and securities law articles in the country in 2005. He holds an undergraduate degree from Carleton College and a law degree from the University of Minnesota Law School.
Presented annually by Widener Law and the Delaware Journal of Corporate Law, the Francis G. Pileggi Distinguished Lecture in Law series has attracted many renowned speakers in the area of corporate law since the first lecture in 1986. The event is made possible by the generosity of Francis G. Pileggi, a founding attorney of Pileggi & Pileggi and father of Widener Law alumnus Francis G.X. Pileggi, who conceived of the idea through a desire to create a corporate law forum for practitioners, judges and academics.