Delaware Journal of Corporate Law Overview

Delaware Journal Background

Inception of the Delaware Journal of Corporate LawThe Delaware Journal of Corporate Law was established in 1975, at a time when the state of Delaware had gained immense global recognition as a leading jurisdiction for corporate law and governance. Its inception marked a vital step in the provision of a communication platform dedicated to the ever-evolving body of legal scholarship in corporate law that could stimulate and inform discussion among scholars, practitioners and policymakers. More than just a compendium of legal writings , the Journal has since its founding sought to contribute context and insight to the issues that shape corporate governance in not only Delaware, but across the country and around the world. A new editor, chosen from the upper-class members of the law school, directs the journal each year immediately following the spring semester. The journal is governed by an editorial board of upper-class law students, each of whom contributes with a variety of writing and editorial duties. Its staff is rounded out by the numerous students who contribute to the journal every semester.

Significance of the Delaware Journal

The articles in DJCL are written by scholars, law professors, and practitioners who are all significantly entrenched in the field of corporate law. The journal provides a platform for them to contribute their research to the broader corporate law discussion. It is a valuable resource to legal practitioners as it provides in-depth analysis of recent court decisions and developments in corporate law. As such, the journal also has a robust editorial board that includes scholars like Vice Chancellor J. Travis Laster and Justices of the Delaware Supreme Court and the Delaware Chancery Court.
Those attorneys that practice in the Delaware Court of Chancery are likely well aware of DJCL. DJCL has proven itself to be an invaluable resource for those who practice in the state in which 66% of Fortune 500 companies have filed their incorporation documents. DJCL is often cited in court opinions, law review articles and at conferences and seminars. In recent years, DJCL has managed to attract national editorial board members from major universities, law firms, and corporations.

Topics Covered in the Journal

The Delaware Journal of Corporate Law typically covers a wide range of key topics that are of particular importance to corporate practitioners. One of the primary areas of focus is mergers and acquisitions, which remains a most active sphere of practice in Delaware. The Journal often delves into recent M&A controversies, from appraisal cases to the Delaware Supreme Court’s review of earn-out provisions. Another prime topic is corporate governance, which encompasses the broad issues relating to shareholder rights and responsibilities, as well as boards of directors and their fiduciary duties. The Journal continues to feature detailed examinations and analyses of far-reaching procedural matters, from disclosure issues to the role of special committees. In addition, alternative dispute resolution methods, confidential transactions, and insider trading are regularly explored in a scholarly manner. Comparing corporate laws across jurisdictions both domestically and abroad is also a critical subject area, particularly given the increasingly global marketplace of corporate law. Finally, aspects of international corporate law issues seen through the lens of comparative law, are a constant source of articles touching on recent developments in the civil law world.

Impact on the Legal Community

The insights and articles published in the Delaware Journal of Corporate Law (DJCL) have a substantial impact on the practice of adjudicating key issues in the Specified Proceeding, by the Court of Chancery. The decision in one of the court’s earliest high-profile cases, Airgas, Inc. v. Air Products and Chemicals, Inc., which is now over seven years old, is still being cited in decisions from the same court. In Airgas, the court addressed how directors’ discretionary authority may be wrested from them when the power to decide how a takeover is organized is taken from a corporation’s board of directors. The DJCL had just published a major article by the fifth of the three authors of the Airgas decision, then Chancellor William B. Chandler III (along with Richard B. Beers and Gordon E. Smith), exploring the need for corporate directors, the role of the judiciary in regulating the markets for corporate control, and their relationship to other participants. The court cited to that article, which did not appear in the very same issue of the DJCL, but rather appeared some years later.
Such influence is unsurprising: the DJCL has become the primary source from which scholars, students, and practitioners research topical corporate law issues. In addition to publishing cutting-edge scholarship from respected legal scholars and practitioners alike , the DJCL serves as the official publication outlet for scholarly legal arguments in the field of corporate law. Referring to the DJCL as requiring routine consultation by academics, attorneys, judges and professional organizations, the United Nations Legislative Guide on Insolvency also states that the journal "has considerable international influence," giving a sense of how much of an authority it has become.
Apart from its ongoing impact in the courtroom, the DJCL has been associated with several noteworthy standards in recent years. When the Delaware Supreme Court was deciding In re Citigroup, the DJCL’s symposium issue, entitled "What Is A Reasonable Settlement for a Corporate Control Transaction?", was used by then-Chief Justice Myron T. Steele and Justice Jack B. Jacobs in their opinions. In a 2011 opinion, Chancellor Leo E. Strine, Jr., referred to another DJCL Symposium edition "discuss[ing] how independent-minded directors might respond to ultrahigh price/earnout acquisitions" and noted that "while 58% of adopted pay plans are tied to economic performance metrics, just 50% of CEO pay is tied to operating performance" today. More recently, the DJCL has also published a few articles focusing on Delaware’s laws on books and records requests and the demand requirement, which were referenced in a series of opinions issued in 2015 from the Delaware Court of Chancery.

Notable Authors and Contributors

Over the years, a number of distinguished legal scholars and practitioners have contributed articles to the Delaware Journal of Corporate Law, as well as articles authored by members of the Delaware Judiciary. The journal’s editorial board is studded with individuals of exceptional experience and merit, including former members of the Delaware Court of Chancery and the Delaware Supreme Court. Notably, Chancellor William B. Chandler III, Vice-Chancellor Stephen P. Lamb (1943-2018), and current Vice Chancellor Sam Glasscock III have all served on the editorial board. Former Vice-Chancellor Stephen Lamb provided his expertise in the October 2012 Volume 37 of the journal in an article titled Stockholder Democracy and the Future of the Corporation. Other notable legal scholars and practitioners who have contributed include:
Professor Tamar Frankel
Professor Charles M. Yablon
Professors Stephen J. Lubben and Joseph A. Grundfest
Professor Blandina Dudley
Professors Joan MacLeod Heminway and Curtis A. Bradley
Judge Nathaniel R. Jones, U.S. Court of Appeals for the Sixth Circuit
Chief Justice Leo E. Strine Jr., Supreme Court of Delaware
Judge Kevin Gross, U.S. Bankruptcy Court for the District of Delaware
Judge Michael M. Baylson, U.S. District Court for the Eastern District of Pennsylvania
The Honorable Robert Brown received his JD from the University of Connecticut School of Law and served as an editor on the Connecticut Law Review.

Accessing the Delaware Journal

The Delaware Journal of Corporate Law, published continuously since 1976, is available in a print version with reasonable subscription rates and selected over-the-net access. The cost for the four current issues, mailed quarterly, is $60. The Journal accepts subscriptions from individuals and organizations.
Active or Affiliate members of the Delaware State Bar Association may subscribe to The Delaware Journal of Corporate Law for $40 annually. A member is an attorney admitted to practice in Delaware, and an Affiliate member is a law professor or a law student from one of the Delaware’s three law schools. College professors and law school students are also welcome to submit a subscription for $40. Professors and students from other states pay $50. All rates are subject to change .
Subscriptions for law library and research purposes are available upon request.
The Journal may be subscribed to through the Delaware State Bar Association (DSBA) or the American Bar Association (ABA) Section of Business Law. The ABA/DSBA members’ subscription will be slightly less than the regular subscription price, which is based on shipping rates.
Daily journal subscriptions from the DSBA are available to subscribers at the Pennsylvania border; overseas subscribers pay the regular rate. The Journal can be found in most academic and major law libraries, including the Library of Congress, Alfred E. Driscoll Law Library, Tax Management Inc., American Bar Association, and the Delaware Department of Justice.
The Journal is also available online at facebook.com/delawarejournal and on Twitter @delawarejournal.