The John L.
Weinberg Distinguished Speaker series was begun by the Center as part of
the Center’s initiative to highlight a prominent speaker who focuses on current
and relevant corporate governance topics.
This year we were delighted to host The Honorable J. Travis Laster, Vice
Chancellor of the Delaware Court of Chancery.
Vice Chancellor Laster’s talk is
titled “Purpose, Power, and Fiduciary Duty: Dimensions of Delaware’s Corporate
Law Regime.” A short description of his
talk follows:
The past two
years have witnessed a reinvigorated debate over the purpose of the
corporation, framed as a contest between a duty to prioritize the interests of
stockholders and the ability to consider and balance the interests of multiple
stakeholders. Delaware adheres to a traditional view of corporate law. That
view, which dates back to the nineteenth century, imposes fiduciary duties on
directors to pursue the best interests of the corporation for the ultimate
benefit of its stockholders. But that view does not require that directors
relentlessly seek to maximize the share price, nor that they follow the wishes of the holders of a majority of the shares. To the
contrary, that view obligates directors to promote the long-term value of the
corporation as a presumptively permanent entity, for the benefit of investors
who have committed their capital indefinitely to the firm. Properly understood,
a stockholder-oriented perspective requires the longest of long-term views,
which necessarily requires consideration of stakeholder interests, as well as
broader societal and environmental concerns.
This discussion and the issues
highlighted are extremely important and timely.