In his latest opinion in the ongoing Hollinger litigation, Delaware Vice Chancellor Leo Strine kindly made the following reference to my work:
On its side, International has the virtues that accompany all bright-line tests, which are considerable, in that they provide clear guidance to transactional planners and limit litigation. That approach also adheres to the director-centered nature of our law, which leaves directors with wide managerial freedom subject to the strictures of equity, including entire fairness review of interested transactions. It is through this centralized management that stockholder wealth is largely created, or so much thinking goes. [FN39] ...
FN39. One of the articulate advocates of this view of our law is Stephen Bainbridge. See, e.g., Stephen M. Bainbridge, Director Primacy in Corporate Takeovers: Preliminary Reflections, 55 STAN. L.REV. 791 (2002).
Hollinger Inc. v. Hollinger Intern., Inc., 2004 WL 1728003 (Del.Ch., Jul 29, 2004) (you must have a Westlaw subscription to get the opinion). A working paper version of the article cited by Chancellor Strine is available here. Personally, however, I think my article Direct or Primacy: The Means and Ends of Corporate Governance does a better job of laying out the "director-centered nature of our law."
