Keith Paul Bishop writes:
The body of Delaware corporate decisional law is immense and continually evolving. This fact alone makes Delaware's corporate law inaccessible to everyday users.
I would argue that being inaccessible to everyday users is a feature not a bug.
Let's start with the cynical rationale. If law is readily accessible to everyday users, who would need lawyers? Speaking as someone who trains lawyers for a living, inaccessibility strikes me as a good thing.
But let's not be cynical. Many of the transactions governed by Delaware corporate law are profoundly complex. Consider a healthcare M&A deal in which Buyer is going to acquire certain drug patents from Seller. The consideration was a mix of cash and poison notes. The deal included earnouts with multiple metrics, including drug development, FDA approvals, and sales, each having multiple milestones. As part of the same deal, Seller could purchase Buyer equity for cash to finance continued development of the drugs in the event that certain milestones were not met. All subject to arbitration clauses. I'm not sure a deal with so many wrinkles can be governed by law accessible to everyday users.
