Legal History Commons^™

Eulogy For Jerome W. Van Gorkom, James J. O'Connor

Speeches

The eulogy for Jerome Van Gorkom given by his friend James O'Connor, former CEO of Exelon and a lawyer.

Jerome W. Van Gorkom was, among other things, the U.S. Under Secretary of State for Management from 1982-1983 and the Chief Executive Officer of TransUnion from 1962-1980. He also was a defendant in one of the best known cases on the fiduciary duty of care in the corporate context; the case cite is Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985).

An Evolutionary Theory Of Corporate Law And Corporate Bankruptcy, David A. Skeel Jr.

All Faculty Scholarship

In this Article, Professor Skeel argues that the important recent literature exploring historical and political influences on American corporate law has neglected a crucial component of corporate governance: corporate bankruptcy. Only by appreciating the complementary relationship between corporate law and corporate bankruptcy can we understand how corporate governance operates in any given nation. To show this, the Article contrasts American corporate governance with that of Japan and Germany. America's market-driven corporate governance can only function effectively if the bankruptcy framework includes a manager-driven reorganization option. The relational shareholding that characterizes Japanese and German corporate governance, by contrast, requires a much …