A Message from the Dean
Mission Iraq
A 1L Odyssey, Part 2
Isabelle Johnston Bids Farewell
Gloria Watts, Beloved Registrar, Gets Big Send-Off
The Brief
Graduation / Reunion
The Board of Overseers
Faculty News & Publications
Alumni Briefs
In Memoriam
Institute for Law & Economics:
Delaware Jurist Provides Window On State Supreme Court

Delaware Jurist Provides Window On State Supreme Court
Keedy Cup Goes to Team of Rubin and Gomez
Students Get Up Close Look at Workings of Pa. Superior Court
Head of Common Cause Decries Big-Money Politics, Bad Medicare Bill
Former NCC President Counsels “We the People” To Follow Museum’s Lead and Develop Philadelphia
Wax Exhorts Blacks to Take Responsibility for Academic Success
LALSA Celebrates Work of Latinos at Fun-Filled La Gran Fiesta
Hands-On Human Rights Seminar Debuts
Federal Housing Act Focus of Sparer Symposium
71 Percent of 3Ls Exceed Pro Bono Requirement
Who’s Who of Public Service
EJF Raises More Than $30,000
Penn Law Receives Rare Honor from Burton Awards
Design Award Goes to Roberts Hall Architects
Law School Appoints Wallace New Registrar
Kolker Brings Global Outlook to LL.M. Program
New Exchange Program with Japanese Law School
Justice Carolyn Berger
PROVIDING AN INSIDE LOOK at how the Delaware Supreme Court decides corporate cases, Justice Carolyn Berger addressed the threat of personal philosophy intruding on sound judgments.

Justice Berger, who delivered the DISTINGUISHED JURIST LECTURE in March, said she and her colleagues do their best to remove subjectivity from their rulings by applying longstanding legal principles.

Judges “bring different sensibilities to their decisionmaking,” declared Berger. “What we share, I believe, is a strong commitment to the basic goal of maintaining a coherent, predictable and consistent body of law.”

Drawing on 20 years as a trial and now appellate court judge in Delaware, Justice Berger said two bedrock principles guide jurists: the business judgment rule and the fairness standard. Justice Berger said the courts defer to the business judgment rule in their review of cases because judges assume that directors are acting in the best interests of the corporation. However, she said, that assumption has been tested during hostile takeover attempts, causing the Supreme Court, in Unocal v. Mesa Petroleum, to call for heightened scrutiny of directors’ conduct.

The other tool at the court’s disposal is the “entire fairness” standard, Justice Berger said. Entire fairness, she explained, requires sellers to negotiate fair deals that bring fair prices. That principle, she added, helps judges evaluate the deal by giving them a yardstick and record to measure whether directors aggressively questioned management and conducted thorough, independent financial reviews before signing off on an agreement.

“Given the recent abuses and corporate scandals, it is comforting to me, as a Delaware judge, to have written ‘proof’ that we have been addressing the issues long before the Enrons emerged,” said Justice Berger.

Nonetheless, she said it is difficult to invalidate a deal when the process proves faulty but the result was good. “This remains one of the tensions in corporate decision-making in Delaware,” she said.

Previous Page Next Article