DSBA April 2023 Bar Journal

LAW DAY LUNCHEON 2023

TUESDAY, MAY 2, 2023

RIVERFRONT EVENTS | WILMINGTON,DE | 12:00 P.M.

AWARDS PRESENTATION

MYRNA L. RUBENSTEIN PROFESSIONAL SUPPORT RECOGNITION AWARD

PRESENTED TO CHERYL STEIN

COMMUNITY SERVICE AWARD PRESENTED TO THE HONORABLE KYLE EVANS GAY

LIBERTY BELL AWARD PRESENTED TO THE HONORABLE BETHANY HALL-LONG

THE SUPREME COURT OF DELAWARE’S ANDREW D. CHRISTIE PRO BONO PUBLICO AWARD

PRESENTED TO RICHARD K. HERRMANN, ESQUIRE

VISIT WWW.DSBA.ORG FOR MORE INFORMATION AND TO REGISTER.

KEYNOTE SPEAKER

JUDGE GLENDA A. HATCHETT

First African American Chief Presiding Judge of a State Court in Georgia and TV Personality

DELAWARE STATE BAR ASSOCIATION

PRESIDENT

Charles J. Durante

EXECUTIVE DIRECTOR

Mark S. Vavala

EDITORIAL BOARD

Laina M. Herbert

Jason C. Powell

Kristen S. Swift

Seth L. Thompson

EXECUTIVE COMMITTEE LIAISON

Mary Frances Dugan

EDITORIAL ADVISORY COMMITTEE

Valerie A. Caras

Denise Del Giorno Nordheimer

Adria B. Martinelli

Victoria R. Sweeney

Holly O. Vaughn Wagner

PUBLICATIONS EDITOR

Rebecca Baird

The Bar Journal is published and distributed by the Delaware State Bar Association

405 North King Street, Suite 100 Wilmington, DE 19801

P: 302-658-5279

F: 302-658-5212 www.dsba.org

© Copyright 2023 by the Delaware State Bar Association. All Rights Reserved.

The Bar Journal is the independent journal of the Delaware State Bar Association. It is a forum for the free expression of ideas on the law, the legal profession and the administration of justice. It may publish articles representing unpopular and controversial points of view. Publishing and editorial decisions are based on the quality of writing, the timeliness of the article, and the potential interest to readers, and all articles are subject to limitations of good taste. In every instance, the views expressed are those of the authors, and no endorsement of those views should be inferred, unless specifically identified as the policy of the Delaware State Bar Association.

The Bar Journal is published monthly with a combined July/August issue.

All correspondence regarding circulation, subscriptions, or editorial matters should be mailed to:

Editor, DSBA Bar Journal

Delaware State Bar Association

405 North King Street, Suite 100 Wilmington, DE 19801 or emailed to: rbaird@dsba.org

Letters to the Editor should pertain to recent articles, columns, or other letters. Unsigned letters are not published. All letters are subject to editing. Send letters to the address above, Attention: Editor, Bar Journal.

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100 Years of Commitment to the Development of Delaware Corporate Law

BY ALLISON L. LAND, ESQUIRE, ARTHUR R. BOOKOUT, ESQUIRE, AND HANNAH ROSE HINTZ, ESQUIRE CELEBRATION

2 Law Day Luncheon 2023 Announcement

21 DSBA Member Appreciation Month Announcement

26 A Brief History of Lawyers with the ACLU of Delaware

BY DWAYNE J. BENSING, ESQUIRE

A Tax System As Good As Its People

As Jimmy Carter receives worldwide salute for his life of humanity and activism, it is time to revisit his description of the tax system.

Americans can take pride in the basic principles of the federal tax system. Higher incomes are taxed at a higher level. Good things — home ownership, charities, state and local government — are subsidized. Outsized inheritances are curbed. Citizens report their own tax liability, and the vast majority do it honestly.

In its application, however, the tax system is, in candidate Carter’s 1976 phrase, a disgrace to the human race. Tilted to industries and constituents whose lobbyists are nestled in the inner circle of each party, its administration and enforcement starved of resources for over a decade, a federal tax code that should engender pride instead breeds cynicism. The public is not getting a tax system which, in another Carter phrase, is as good as its people.

Taxes aren’t supposed to be fun, but they’re critical to the common mission of organized society. Reflexive denigration of government, its processes and financing, is bad for democracy, breeding indifference to the principles of selfgovernment and the lessons of history. With authoritarianism spreading worldwide in ways and locations unimaginable 30 years ago, citizens, and especially lawyers, must brace against slouching into alienation.

Cynicism is poison, which is why it is nurtured by opponents of effective

governance. If people can be convinced t hat elections don’t matter, they’ll be less inclined to vote. If people think the Internal Revenue Service is incompetent because its response time is lugubrious, they will become indifferent to the defunding of the revenue department. If they think the tax laws are unfair, noncompliance will increase, as Michael Hoeflich, future dean of Syracuse and Kansas Law Schools, showed 40 years ago.

Some are delighted with those results. As Professor Jim Maule, who taught many Delaware lawyers in his decades at Villanova Law School, pungently observed in 2016, “Why does Congress cut the IRS budget when it ought to be increasing it? The answer is simple. The people who control the Congress want to kill the IRS, eliminate federal tax revenues, eliminate federal spending, and eliminate the federal government.”

The result has stifled the federal government’s accounts receivable department. By 2021, the IRS had one staff person for every 16,000 incoming calls. At the beginning of this month, over two million individual income tax returns remained unprocessed. A decade-long Congressional war on the IRS reduced its budget by 20 percent entering 2021. Chiselers and cheats have friends in elected office. New committee chairs want to undercut the landmark 140-nation global tax deal to impose a 15 percent minimum tax on multinational corporations.

While the chronic under-funding of the IRS was reversed in 2022 legislation, the bigger fight has not been joined. The public yearns for a fair tax system, but neither party has taken the lead since the 1980s. Few elected officials discuss taxation, apart from rote denunciations of the source of their power. Bringing the federal system closer to its founding principles is a second-tier priority.

A recent proposal may be bold enough to spur serious discussion to change this inertia. The Fair Tax Act of 2023, recently introduced in the U.S. House of

Taxes aren’t supposed to be fun, but they’re critical to the common mission of organized society. Reflexive denigration of government, its processes and financing, is bad for democracy, breeding indifference to the principles of self-government and the lessons of history.

Repres entatives, would repeal the income tax, estate tax, and payroll taxes, replacing them with a national sales tax of 30 percent, with no exemptions for housing, health care, or groceries. The IRS would be abolished, with all tax collection delegated to state governments.

If enacted, this scheme would shift the tax burden dramatically onto lower incomes, institutionalize dynastic wealth, and effectively dismantle collection efforts. You may love or despise this proposal, but it should not be dismissed. The most chimerical ideas, if powered by enough zeal, can become law.

More importantly, those who oppose the idea shouldn’t just play defense. They should use this idea to keep tax policy a subject of vigorous sustained discussion.

The public continues to believe in progressive taxation and wants loopholes closed, but rarely focuses on t he

subject. What has been missing? A second-term President willing to fight. While every President over the last 70 years has signed a signature tax package, the most effective advocates for reform over the past century were two Republicans during or after their second terms.

President Theodore Roosevelt, whose Progressive vision helped define the first 80 years of the twentieth century, made the progressive income tax, then recently ruled unconstitutional by an activist Supreme Court, a cornerstone of his 1910 call for a New Americanism: “I believe in a graduated income tax on big fortunes, and … a graduated inheritance tax on big fortunes.”

In an era when the 1912 Presidential election featured three self-described Progressives and one Socialist, TR’s push helped the Sixteenth Amendment, which the Senate approved, 96-0, to ratification by 1913. An inheritance

tax followed, as the rural states told lawmakers that the Great War should not be financed by tariffs that affected farmers and tradesmen most.

President Reagan, whose conservative vision set the contours of the century’s final 20 years, used his 1984 reelection to launch a campaign for tax reform. A pragmatic governor who initiated a major expansion of income taxes in California, he remembered the 91 percent nominal rate faced by his fellow entertainers, and wanted to cut marginal rates to 33 percent or less, yet do so in a revenueneutral way.

Over 18 months of battle and compromise, bipartisan leadership succeeded in closing loopholes, eliminating dubious preferences, eviscerating the tax-shelter industry, imposing tougher rules on investment deductions, and strengthening the estate tax. The Tax Reform Act of 1986 raised the standard deduction

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to help low-income filers, eliminated the IRA deduction for higher incomes and raised the capital gains rate. The Gipper’s successor signed several more modest reforms, but the energy ended after the 1990 tax bill coincided with the rise of vituperative talk radio.

Succeeding presidents have worked big tax bills in their first year, but mostly diddled with rates. The GOP bills have focused almost exclusively on cuts to upper-income rates and weakening the estate tax, with incidental features that hurt state and local tax governments. Presidents Clinton and Obama were primarily focused on the search for universal health care coverage and economic stimulus. Tax reform was held for the second act, unattainable when each lost control of Congress.

It shows the power of a reelection. Candidate Carter noted that 622 taxpayers with incomes exceeding $100,000 in 1973 paid no income tax and promised to restrict tax shelters for oil, gas, and real estate, address overseas income sourcing abuses, strengthen estate and gift tax, and curb expense account

deductions. His cabinet delivered a less ambitious bill that was pared further by a Democratic Congress. By 1978, Carter, in disgust, signed a bill with the sweeteners he offered to business, but almost no reforms. Dessert without vegetables.

Carter brought appropriate passion, but his successors learned that the first year is too soon to tackle seriously the substance of taxation. His six successors signed tax bills in their first year, but other than moving marginal rates, they did little to the tax code itself, except enlarge its complexity, sometimes unraveling the reforms of 1986.

Even with a recalcitrant Congress, bereft of the GOP centrists who made the 1986 Act possible, President Biden scored a major advance in the 2022 tax bill, with its 10-year, $80 billion commitment to boost IRS service and staffing. Calls will be answered, correspondence acted on, rulings issued, software updated, and specialized teams assigned to examine corporate, global, and pass-through entities. Every additional dollar spent in enforcement yields $10 in revenue.

The next step must await a second term. If he becomes the first secondterm Democratic President with a Congressional majority in 70 years, President Biden will have the freedom and opportunity for a legacy that has eluded his predecessors.

To stymie the lobbyists who were outflanked in the 1986 reform, and the donor class that can infect both parties, an iron fist will be needed. The first Senator to have endorsed candidate Carter in 1976 could realize Jimmy’s dream of tax reform.

Chuck Durante, the President of the Delaware State Bar Association, is a partner at Connolly Gallagher LLP, fellow of the American College of Trust and Estate Counsel, chair of the Board of Editors of Delaware Lawyer magazine, president of the Delaware Sports Museum and Hall of Fame, trustee of the Delaware Historical Society and president of the Delaware Sportswriters and Broadcasters Association. He can be reached at cdurante@ connollygallagher.com.

To stymie the lobbyists who were outflanked in the 1986 reform, and the donor class that can infect both parties, an iron fist will be needed.

| BY JASON C. POWELL, ESQUIRE

Why Is She Doing This to Me?

“Why is she doing this to me?” a client recently asked me.

She was referring to a lawsuit brought against her by her sister, a lawsuit undoubtedly she believed was unfounded. I am a lawyer, and the legal response that should have been forming in my head should have sounded something like this: “She was pursuing her rights and claims in the Court of Chancery, in aid of damages she was seeking from you.” But I knew this was not the answer she was looking for. My client wanted to know why. She couldn’t understand why someone she loved would make such hurtful claims against her, in a public setting. Why was she doing this? How could she?

It is not uncommon for clients to seek non-legal advice from lawyers. Sometimes it is easy to respond. If they seek tax advice, we can refer them to a tax professional for guidance and answers. If their questions address what type of insurance coverage they have, and whether the coverage is sufficient, we can and probably should send them back to their insurance broker.

The tougher situation is when their questions delve into the psyche: Why is someone pursuing or defending litigation in a certain way? How do you explain someone’s rationale, or lack thereof? These types of questions come up over and over again, any time emotion seeps into contentious litigation, as it almost always does.

These questions are virtually impo ssible to answer. Try as I might though,

I can’t avoid them. I constantly feel as though I am slipping past the boundaries of the legal profession, and delving into discussions on topics found nowhere in any law book I ever read or pretended to read. Those same law books now proudly displayed on my shelves are useless in those moments.

Managing client emotions didn’t merit a course in law school either. And not much has changed in the two-plus decades since I graduated. Recently

I checked in with my law clerks, and they confirmed — this topic still has not found its way onto the curriculum of my alma mater. I haven’t seen any courses offered at CLEs or professional training programs, either. Which tells me resources are few and far between for attorneys trying to walk the thin line between providing legal advice and therapy.

I now accept that those situations are unavoidable. So how do you talk

to clients about the powerful emotions commonly at play in too many lawsuits? How do you help them manage the anger, sadness, and anxiety that stems from the lawsuits against them? How do you address what they insist are the falsehoods listed in the papers the sheriff delivered to them, sometimes unexpectedly.

Sometimes nothing you say can alleviate a client’s concerns. And sometimes they transfer their anger or other strong emotions onto you, as their legal advocate. “Why can’t you make this lawsuit go away?” Those discussions can be repetitive and permeate ongoing discussions. Often, they are distractions. I would prefer to discuss legal options, and the pros and cons of those options. Instead I am hearing — again — a recount of childhood disputes with siblings, stories that I now know by heart. I find it painful and sad that this trauma remains with someone, to the extent that they cannot even focus on legal decisions and the advice provided to them. The discussions can be lengthy and expensive. When I try to cut the client off, I feel rude and unsympathetic. But really, I am just trying to re-focus and be efficient. But there’s always a risk in that approach: the client can take offense, and that can have an adverse effect on the professional relationship.

Emotions are particularly challenging when attempting to settle cases or resolve differences. I’ve had clients who are furious with me after I granted a small extension to an opposing party to answer discovery. And I’ve had clients who have refused to settle “on principle,” even though it was in their best interest. Those are the moments when

I have lear ned invaluable lessons from watching the best mediators or listening to more seasoned attorneys. They listen patiently, and seem to have a deep reservoir of carefully chosen responses. They are able to help a client move past the fight to find a resolution. I am grateful these phrases are not copyrighted. I try to store them away, so I can pull one out when needed.

Offering even basic psychology training to lawyers makes sense to me, though admittedly this needs to be

done c arefully. As much as we want to be helpful and responsive to a client, we do not want to become armchair psychologists, just as we don’t want to offer tax advice if we are untrained to do so. However, a course in psychology may help us gain important insight into an individual’s claim — e.g., why is she doing this? And that information could then give attorneys another tool, that may allow the representation of client to move forward in a more efficient and productive manner.

Boyer, Esq. on Sunday, May 7, 2023

Cocktails at 5:00 P.M.

Dinner at 6:00 P.M.

Location

The Wilmington Country Club

4825 Kennett Pike

Wilmington, Delaware

Guest Speakers – Chief Justice Collins J. Seitz, Jr. and Fr. Richard J. Jasper

Please E-mail wlarson@mgmlaw.com for registration information and sponsorship opportunities

Bar Journal Editor Jason C. Powell is the managing director of The Powell Firm, LLC, in Wilmington, Delaware. He may be reached at jpowell@delawarefirm.com and more information is available at delawarefirm.com.

Sometimes nothing you say can alleviate a client’s concerns. And sometimes they transfer their anger or other strong emotions onto you, as their legal advocate.

Lawyaw: Legal Document Automation Solutions

S ave time and avoid errors with documents that you draft over and over again. Lawyaw’s tools are designed specifically for legal professionals and include features such as conditional logic, the ability to save sets of documents you use together in order to populate them all with the same client and matter data simultaneously, the ability to assign multiple roles to a contact (when a plaintiff isn’t just a plaintiff), and much more.

Founded by a diverse team of attorneys, computer scientists, and engineers, Lawyaw’s cloud-based tools are used by thousands of law firms across North America who have generated a combined 10 million documents. By converting frequently used Microsoft Word-based legal documents into easy-to-use programmable documents, legal professionals can cut document assembly time by 80 percent. To find out more information, go to the DSBA Member Benefits page at www.dsba.org.

SPRING CLEANING TIPS

Spring is the season of renewal, so if your new year’s resolutions got away from you, here is another chance to revisit of your plans and goals. A spring cleaning offers the perfect opportunity for a reset.

3 Declutter your digital space

If you are under a barrage of emails daily, you need to organize your inbox. Utilizing folders, keeping automated filing systems, and having only immediate-action items in your inbox can help you stay streamlined.

1 Reconnect with your network

This is a good time of the year to renew connections with your network because your message won’t get lost in a crush of holiday cards and email wishes. Reach out to friends and colleagues that you haven’t connected with in a while.

2 Organize your physical environment

Get rid of unnecessary items and additional clutter. Put your most frequently used items within reach and less frequently used items in drawers or out of sight.

4 Find mental clarity

When busy or overwhelmed, it is normal to feel as if you’re on information overload or that you can’t focus. Take short breaks throughout the day to reflect and reset on a regular basis.

5 Let go of the past

We are tempted to keep material things for sentimental value long after they have lost their relevance. But living in a cluttered environment can hold you back from getting things done. Get rid of anything that drags you down.

Sources: Zavieh, Megan. “Spring Cleaning, Solo Style.” Attorney at Work, March 14, 2022. https://www.attorneyatwork. com/spring-cleaning-solo-style/. and Corporate Compliance Insights, Peters and Peters, John Peiserich, and Mary Shirley. “Spring Cleaning: Good for Your Physical Space and Your Mental Space.” Corporate Compliance Insights, April 26, 2022. https://www.corporatecomplianceinsights.com/spring-cleaning-physical-space-mental-space/.

Condolences to the family of Richard Allen Paul, Esquire, who died on February 26, 2023.

Condolences to the family of Rodman “Rod” Ward Jr., Esquire, who died on March 18, 2023.

Condolences to the family of The Honorable Jay Paul James, who died on March 24, 2023.

If you have an item you would like to submit for the Of Note section, please contact Rebecca Baird at rbaird@dsba.org.

MEMBER NEWS

Congratulations to Christina Lynn Ruggiero, Esquire, of the Office of Defense Services, and Michael Wroten on the birth of their son, Nathan Anthony Wroten, who was born on February 1, 2023.

ARE YOU ATTRACTING NEW BUSINESS?

REPORT OF THE NOMINATING COMMITTEE

The Nominating Committee met virtually on February 27, 2023 and nominated the following for officers and membership on the Executive Committee for the year July 1, 2023 to June 30, 2024:

Vice President-at-Large: David A. White

Vice President, New Castle County: Ian Connor Bifferato

Secretary: Mae Oberste

Assistant Secretary: Katelin A. Morales

Treasurer: Jennifer Ying

Assistant Treasurer: Francis J. Murphy, Jr.

Members-at-Large: Loren R. Barron

Crystal L. Carey

Paige C. Chapman

Richard A. Forsten

Denise Del Giorno

Nordheimer

Victoria R. Sweeney

In addition, the Committee nominated: Nicole M. Mozee to a 4-year term as the Delaware State Bar Association representative to the Delaware Bar Foundation.

Lauren P. DeLuca to a 2-year term as the Delaware State Bar Association Young Lawyer Delegate to the ABA House of Delegates.

This report is being filed pursuant to Section 6.16(e) of the Association Bylaws. Section 6.16(f) of the Bylaws of the Association provides:

“Any ten members of the Association may nominate other members in good standing of the Association for any office for which nominations have been made by the committee by filing a signed written petition with the Secretary of the Association within ten days after the report of the Committee has been published. If a petition nominating other candidates be duly filed the Secretary shall publish notice, in a Bar Association publication or by any other reasonable means of notification, of the petition with the name(s) of the candidate(s) proposed so that the membership has notice of at least fourteen days prior to the election of the names of all candidates so nominated. There shall be no other nominations.”

Placing an ad is easy!

Take advantage of the target audience of the DSBA Bar Journal and initiate new business through referrals and building your brand.

For more information, contact Rebecca Baird at (302) 658-5279 or rbaird@dsba.org.

CALENDAR OF EVENTS PROFESSIONAL GUIDANCE COMMITTEE

This committee provides peer counseling and support to lawyers overburdened by personal or practice-related problems. It offers help to lawyers who, during difficult times, may need assistance in meeting law practice demands. The members of this committee, individually or as a team, will help with the time and energy needed to keep a law practice operating smoothly and to protect clients. Call a member if you or someone you know needs assistance.

New Castle County

Karen Ann Jacobs, Esquire, Chair*

Dawn L. Becker, Esquire

Sean Michael Brennecke, Esquire

John P. Deckers, Esquire

David J. Ferry, Jr., Esquire

Antranig N. Garibian, Esquire

Laura Nastase Najemy, Esquire

Denise D. Nordheimer, Esquire

Kuhu Parasrampuria, Esquire

Kenneth M. Roseman, Esquire*

Yvonne Takvorian Saville, Esquire

R. Judson Scaggs, Jr., Esquire*

Victoria R. Sweeney, Esquire

The Hon. Gregory Brian Williams

Lydia E. York, Esquire

Kent and Sussex County

Candace E. Holmes, Esquire, Chair

Crystal L. Carey, Esquire

Clay T. Jester, Esquire

Christopher D. Tease, Esquire

The Hon. William L. Witham, Jr.

Honorary Volunteer Members:

Victor F. Battaglia, Sr., Esquire

Mary C. Boudart, Esquire

Wayne A. Marvel, Esquire

Bayard Marin, Esquire

Michael F. McTaggart, Esquire

Mary E. Sherlock, Esquire**

I. Barry Guerke, Esquire**

Dennis L. Schrader, Esquire**

E. Alan Uebler, Esquire

David A. White, Esquire

Scott Godshall, Executive Director DSBA/DE-LAP Liaison

*Certified Practice Monitor

** Past Co-Chair

April 2023

Wednesday, April 5, 2023 • 9:00 a.m. – 12:15 p.m.

Labor and Employment Law Update

3.0 hours CLE credit including 0.8 hour Enhanced Ethics

Live Seminar at DSBA with Zoom Option

Wednesday, April 19, 2023 – Friday, April 21, 2023

Superior Court Mediation Training

16.25 hours of CLE credit including 2.0 hours of Enhanced Ethics

Live Seminar at DSBA

Wednesday, April 26, 2023 • 12:00 p.m. – 1:00 p.m.

Legal Malpractice: What Lawyers Need to Know and How to Avoid It

1.0 hour CLE credit in Enhanced Ethics Seminar via Zoom

May 2023

Tuesday, May 2, 2023 • 8:30 a.m. – 4:30 p.m.

Workers’ Compensation Seminar 2023

6.5 hours of CLE credit including 1.0 hour of Enhanced Ethics

Live Seminar at DSBA

Tuesday, May 2, 2023 • 12:00 p.m.

Law Day Luncheon

Riverfront Events / Hyatt, Wilmington, DE

Friday, May 5, 2023 • 8:40 a.m. – 2:15 p.m.

The Grand Prix of Small Firms and Solo Practitioners Conference

Dover Motor Speedway, Dover, DE

Wednesday, May 10, 2023 • 12:30 p.m. – 3:45 p.m.

Client Capacity, Legal Ethics & Dementia Informed Lawyering

3.0 hours CLE credits with 1.0 Hours in Enhanced Ethics Seminar via Zoom

Dates, times, and locations of Events and CLEs may occasionally change after time of press. Please consult the DSBA website for the most up-to-date information at www.dsba.org.

SECTION & COMMITTEE MEETINGS

April 2023

Tuesday, April 4, 2023 • 3:30 p.m.

Estates and Trusts Section Meeting

Zoom Meeting, see Section listserv message for link and password

Tuesday, April 11, 2023 • 12:00 p.m.

Litigation Section Meeting

Delaware State Bar Association, 405 North King Street, Suite 100, Wilmington, DE

Wednesday, April 19, 2023 • 9:00 a.m.

ADR Section Meeting

Zoom Meeting, see Section listserv message for link and password

Wednesday, April 19, 2023 • 12:30 p.m.

LGBTQ+ Section Meeting

Zoom Meeting, see Section listserv message for link and password

Thursday, April 20, 2023 • 12:00 p.m.

Executive Committee Meeting

Delaware State Bar Association, 405 North King Street, Suite 100, Wilmington, DE

Thursday, April 20, 2023 • 4:00 p.m.

Elder Law Section Meeting

Estate and Elder Law Services of Delaware, P.A., 2961 Centerville Road, Suite 350, Wilmington, DE and Zoom Meeting, see Section listserv message for link and password

Monday, April 24, 2023 • 12:00 p.m.

Senior Lawyers Section Meeting

Delaware State Bar Association, 405 North King Street, Suite 100, Wilmington, DE

Thursday, April 27, 2023 • 4:00 p.m.

Family Law Section Meeting

Zoom Meeting, see Section listserv message for link and password

May 2023

Tuesday, May 2, 2023 • 3:30 p.m.

Estates and Trusts Section Meeting

Zoom Meeting, see Section listserv message for link and password

Tuesday, May 9, 2023 • 12:00 p.m.

Litigation Section Meeting

Delaware State Bar Association, 405 North King Street, Suite 100, Wilmington, DE

Wednesday, May 17, 2023 • 9:00 a.m.

ADR Section Meeting

Zoom Meeting, see Section listserv message for link and password

Refer to the DSBA Section Listserv messages for the most up-to-date information on Section Meetings. Please contact LaTonya Tucker at ltucker@dsba.org or (302) 658-5279 to have your Section or Committee meetings listed in the Bar Journal .

EXECUTIVE COMMIT TEE

Charles J. Durante

President

Kate Harmon

President-Elect

Mary Frances Dugan

Vice President-at-Large

David A. White

Vice President, New Castle County

Anthony V. Panicola

Vice President, Kent County

Alaina M. Chamberlain

Vice President, Sussex County

Samuel D. Pratcher III

Vice President, Solo & Small Firms, New Castle County

Jessie R. Benavides

Vice President, Solo & Small Firms, Kent County

Stephen A. Spence

Vice President, Solo & Small Firms, Sussex County

Francis J. Murphy, Jr.

Secretary

Mae Oberste

Assistant Secretary

Jennifer Ying Treasurer

Ian Connor Bifferato

Assistant Treasurer

Kathleen M. Miller

Past President

The Honorable Abigail M. LeGrow

Judicial Member

Brandon R. Harper

Assistant to President

Thomas P. McGonigle

Legislative Liaison

Loren R. Barron

Sean Michael Brennecke

Lori A. Brewington

Crystal L. Carey

Paige C. Chapman

Alberto E. Chávez

Joseph D. Farris III

Richard A. Forsten

Katelin A. Morales

Denise Del Giorno Nordheimer

Victoria R. Sweeney

Members-at-Large

Mark S. Vavala

Executive Director

Data Privacy Issues in Electronic Discovery

BY IAN D. MCCAULEY, ESQUIRE

Data privacy and electronic discovery continue to be two of the most talked about and challenging topics in the legal world. Attorneys view privacy issues as being distinct from eDiscovery, yet the two are becoming more intertwined as sources of data multiply, walls separating traditional business and personal communications disintegrate, and large amounts of data are shared between and among litigants.

Several recently highly publicized lawsuits have involved significant data privacy issues, and the public is still learning the details of how various political leaders store sensitive data. While these stories are front-page news, data privacy issues can occur at every phase of litigation, no matter how small the matter. The risk is heightened due to the time pressures often imposed by court-ordered deadlines.

“Bring Your Own Device” Cha llenges

Many courts have recognized that mobile data is generally discoverable, and it is now frequently collected, searched, and reviewed in litigation as a matter of course. The advent of Bring Your Own Device Policies (“BYOD”), however, has made collecting and exchanging data from mobile devices more challenging from a data privacy perspective.

Employees now often mix their personal and business communications on one device and are encouraged to do so through their companies’ BYOD policy. Employees may not even be aware that their devices remain open to discovery, and the ubiquity of cloud storage complicates matters. When employees are named as records custodians in ongoing litigation, a key concern is how to best protect employees’ personal data while complying with discovery obligations.

Situations such as this can be alleviated by engaging a trusted vendor who understands these issues and can help to navigate both litigants’ and employees’ concerns. Employees need to be educated on how the American discovery system works, while being assured that their personal data will be protected, even if it is collected. Striking a balance between what data is relevant, what should be reviewed, and how to manage employees’ concerns and expectations is key in situations such as these.

Data Transfer

The need to securely move large quantities of data has become increasingly necessary in both business and litigation. It is also not without its challenges. Access to sharing services (Dropbox, Box.com, Google Drive, etc.) is inexpensive, and the interface of these tools is straightforward. These services can become dangerous when a user intends to share data with

only a discreet number of individuals but inadvertently shares it with a wider audience. Other issues arise when sharing too many or too few files.

These challenges often occur when individuals are not well versed in the tools that they are using to transfer very large and sensitive data. Has the user set the data to expire? Are they using a link or providing direct access? Have they ensured that the data is not falling into the hands of those who should not have access to it? The capabilities of these tools are highly customizable, and it is easy to just click through and share data without fully contemplating the consequences of doing so.

Two recent examples demonstrate some of the risks involved with file sharing services. The first, Harleysville Ins. Co. v. Holding Funeral Home, Inc., involved the plaintiff using a well-known file sharing service to exchange files with multiple users. Plaintiff, however, did not limit access

to the files nor did they password protect the files and certain privileged records were inadvertently made available to the opposing party. The Court eventually ruled that the privilege was waived due to the failure to take reasonable precautions in protecting the data.

More recently, counsel for Alex Jones in the Sandy Hook defamation case inadvertently produced the contents of Jones’ entire phone to opposing counsel, and not just what was deemed to be relevant and not privileged. Complicating matters, the contents revealed multiple inconsistencies in the Jones’ representations, thus resulting in national headlines, waiver of privilege, and embarrassment. The implications of this inadvertent transfer are not yet fully known, though counsel for Jones has since been suspended for six months due to the failure to use technology correctly. It is notable that Jones’ counsel blamed the access error on a paralegal in his office.

Both cases exemplify Carl Sagan’s frequently referenced vision of a future in which individuals frequently use technology that they do not truly understand. Businesses often introduce new technology to their employees without the proper training, and then find themselves in troubling situations when the use of that technology leads to a data breach.

A best practice for the use of file sharing services is to ensure that employees only use approved systems on which they have been trained. In addition, the use of these tools should not be provided to all employees; only a discreet number of individuals should be allowed to use the service following training.

Vendor Security

When choosing a discovery provider, one must also factor in data privacy concerns. It is important to speak with prospective vendors regarding how they store

their data and what type of certifications are in place. It is of utmost importance to understand where the client data will be stored. The lack of understanding of where data is hosted can lead to several bad outcomes, as occurred in GlaxoSmithKline v. Discovery Works Legal, Inc. matter, in which the vendor in question refused to return the client data (and threatened to destroy it), which was stored outside of the United States, unless the plaintiff paid the full disputed fees.

It is also important to understand what type of safeguards the vendor is taking to protect the client data it will be storing. Client data often sits on vendor systems for years, and so it is best to understand what certifications and policies are in place to protect large quantities of data in order to defend against an attempted breach.

Finally, with more and more attorneys working from home, data privacy considerations come into play during document review. Counsel should ask vendors how secure the document review platform is, whether two-factor authentication is implemented, and what type of permissions users are given. It would be best, for example, to not allow printing of documents given how often lawyers are working from home, and to require VPN access prior to being able to log into the review platform.

There are many more examples beyond what is listed above that involve data privacy issues that arise during the eDiscovery process. While one can never anticipate everything, it is best to have a well-trained staff and legal team who understands best practices in gathering, storing, and transferring data.

Ian McCauley is a director in Bayard’s litigation group and leads the firm’s eDiscovery practice. He can be reached at imccauley@bayardlaw.com.

While one can never anticipate everything, it is best to have a well-trained staff and legal team who understands best practices in gathering, storing, and transferring data.

Which Rule Rules? Rule 8.5 and the Choice of Law

If you are a Delaware attorney or a non-Delaware attorney admitted pro hac vice with an agreement to be bound by the Delaware Rules, your conduct is clearly regulated by the Delaware Lawyers’ Rules of Professional Conduct. But it is not that simple in pre-litigation and multi-jurisdictional practice.

Rule 8.5, titled “Disciplinary Authority: Choice of Law,” provides that a lawyer admitted to practice in this jurisdiction is subject to the disciplinary authority of this jurisdiction for issues arising from cases in Delaware courts regardless of where the lawyers conduct occurs. A lawyer not admitted in this jurisdiction is also subject to the disciplinary authority of this jurisdiction if the lawyer provides or offers to provide any legal services in this jurisdiction. The Rule goes on to state that a lawyer may be subject to the disciplinary authority of more than one jurisdiction.

The Rule distinguishes between conduct occurring in litigation for which the rules of the jurisdiction in which the tribunal sits apply and all other conduct to which the rules of the jurisdiction in which the conduct occurred or the predominant effect of the conduct applies. The Rule goes on to provide cryptically that a lawyer shall not be subject to discipline if the lawyer’s conduct conforms to the rules of a jurisdiction in which the lawyer reasonably believes the predominant effect of the lawyer’s conduct will occur.

Delaware has a history of disciplining non-Delaware attorneys. Attorneys

f rom neighboring states have been sanctioned for the unauthorized practice of law in Delaware. Each was found to have violated the Rule 5.5 permissible scope of multi-jurisdictional practice by establishing a regular and systematic presence in Delaware for the practice of law. Two received suspensions and the third a public reprimand for representing Delaware personal injury clients. The Supreme Court rejected their arguments that negotiating settlements of the claims prior to referring the matter to Delaware counsel for litigation fell within the Rule 5.5 safe harbor. The Court cited the number of cases handled and the fact that the attorneys regularly came to Delaware in the course of their representation. The Court also rejected the argument that the attorneys’ conduct (and prosecution) should have been governed by the Unauthorized Practice Rules rather than the Professional Conduct Rules. Rule 8.5 was interpreted to provide a prosecutorial choice. Matter of Nadel , Del. Supr., 82

A.3rd 716 (2013); Matter of Edelstein , Del. Supr. No. 262 (2013); Matter of Brager, Del. Supr. No. 181 (2015).

Delaware has even sanctioned a nonDelaware attorney for conduct that did

not occur in Delaware unrelated to any current litigation and without a specific finding of a predominant effect here. Attorney Stephen G. Schulman, who was jailed for racketeering and conspiracy in employing paid plaintiffs, was disbarred by consent in Delaware based on the fact that he had previously been admitted pro hac vice in Delaware.

Choice of law has been a long-simmering issue in Delaware. The U.S. District Court for the District of Delaware opted out of the Delaware Professional Conduct Rules in 2001 adopting in its place the American Bar Association Model Rules. Although the Delaware Rules mostly track the Model Rules and Rule 8.5 suggests that the Model Rules would apply to conduct occurring during litigation in those courts, enforcement remains an open question.

The Federal District Court Rules outline a separate disciplinary procedure. Misconduct occurring in connection with a Federal Court matter in Delaware can be referred to a federally appointed prosecutor and hearing committee. In practice, the Delaware Federal Courts may or may not defer to the Supreme Court for prosecution of misconduct.

Delaware has a history of disciplining non-Delaware attorneys. Attorneys from neighboring states have been sanctioned for the unauthorized practice of law in Delaware.

T his choice of law issue (as well as Federal pre-emption considerations) can give rise to very interesting situations.

A Delaware attorney employed a suspended lawyer as an assistant in a Federal District Court case. The District Court was aware of the suspended attorney’s status and permitted the participation. The Delaware Supreme Court nevertheless sanctioned the Delaware attorney for assisting in the other attorney’s unauthorized practice of law and violation of the suspension order. The suspended attorney who was permitted to assist in the federal case was also sanctioned.

Much of the uncertainty in applying Rule 8.5 was recently addressed by the American Bar Association Standing Committee on Ethics and Professional Responsibility in Formal Opinion 504, which was released on March 1, 2023. That Opinion notes that Rule 8.5 does not provide lawyers guidance on what factors to consider when determining where the predominant effect of their conduct occurs. The Committee recommended consideration of the following factors:

▪ the client’s location, residence, and/or principal place of business

▪ where the transaction may occur

▪ which jurisdiction’s substantive law applies to the transaction

▪ the location of the lawyer’s principal office

▪ where the lawyer is admitted

▪ the location of the opposing party and other relevant third parties

▪ the jurisdiction with the greatest interest in the lawyer’s conduct

The Opinion notes Comment [5] to Model Rule 8.5, which states:

When a lawyer’s conduct involves significant contacts with more than one jurisdiction, it may not be clear whether the predominant effect of the lawyers conduct will occur in a jurisdiction other than the one in which the conduct occurred. So long as the lawyer’s conduct conforms to the rules of a jurisdic-

tion in which the lawyer reasonably believes the predominant effect will occur, the lawyer shall not be subject to discipline under this Rule.

The Comment goes on to add a provision not found in the Delaware Professional Conduct Rules. “With respect to conflicts of interest in determining a lawyer’s reasonable belief under paragraph (b)( 2), a written agreement between the lawyer and client that reasonably specifies a particular jurisdiction as within the scope of that paragraph may be considered if the agreement was obtained with the client’s informed consent confirmed in the agreement.”

The Committee opines on five scenarios involving choice of law:

Scenario One deals with fee agreements and presents the hypothetical in which a lawyer is admitted in one state and enters into an attorney-client relationship with a client residing in the same state for a matter that will be litigated in a different state. The question presented is which jurisdiction’s rules of professional conduct apply?

The Committee notes that rule 8.5(b)(1) applies the rules of the jurisdiction where the matter will be tried. But Comment [4] to that Rule provides that conduct in anticipation of a proceeding (emphasis added) subjects the lawyer to the rules of the jurisdiction in which the lawyer’s conduct occurred or where the predominant effect of the conduct will be. The committee concluded that securing a fee agreement is conduct in anticipation of a proceeding not yet pending before a tribunal and that therefore, that Rule 8.5(b)(2) applies.

Scenario Two deals with law firm ownership. In the hypothetical, State A permits non-lawyer partners while State B does not. Lawyer is admitted only in State A and employed with a law firm formed in State A which has a non-lawyer partner. Lawyer A seeks to appear pro hac vice in a matter in State B which neither permits non-lawyer partners nor the sharing of fees with non-lawyers.

The Committee concluded that the Model Rules on pro hac vice admissions trump the professional conduct rules permitting the State A attorney to be admitted to practice in State B notwithstanding the conflicting rules on nonattorney partners. The Opinion notes that there is nothing in the Model Pro Hac Vice Admission Rules which require a tribunal to inquire into the lawyer’s business model, particularly when that model is not prohibited by the lawyers home licensing jurisdiction.

In Scenario Three the committee dealt with the Rule 8.3 Duty to Report professional misconduct. In the hypothetical, State A requires a lawyer to

report professional misconduct even if doing so requires the lawyer to disclose information relating to the representation without the consent of the client. State B follows Model Rule 8.3 which prohibits a lawyer from reporting misconduct if the client does not consent to the disclosure. Lawyer is admitted to practice law in states A and B and has an office located in State B. Client resides in State A and retains lawyer to litigate a matter in State A.

The Committee concluded that because the lawyer is representing a client in State A and that work is in connection with a matter pending before a t ribunal in State A, Rule 8.5(b)(1) requires the

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lawyer to follow the rules of State A a nd report the misconduct even if the client does not consent.

Scenario Four deals with the duties of confidentiality. A lawyer licensed in States A and B practices from an office in State A which is a Model Rule jurisdiction. Model Rule 1.6 permits, but does not require, a lawyer to disclose information relating to the representation to the extent the lawyer reasonably believes necessary to prevent reasonably certain death or substantial bodily harm.

State B’s confidentiality rule requires a lawyer to reveal client confidential information to prevent death or substantial bodily harm to another person.

Lawyer is representing a client who resides in State B in a transaction to purchase real estate in State A. The matter is not before tribunal. Client tells Lawyer of his intent to physically harm the seller severely at their next meeting. If the lawyer reasonably believes that the client will carry out the threat, is the Lawyer required to disclose it?

The Committee concluded that Rule 8.5(b)(2) applies because the matter is not before a tribunal and advises that the lawyer look to the Rules of the jurisdiction in which the lawyer’s conduct will occur or the predominant effect of the conduct will take place to determine the applicable Rule.

While the lawyer’s conduct of informing the seller of the client’s threat could take place anywhere, the committee concluded that the predominant effect of the lawyer’s conduct is in State B, where the physical meeting and likely harm will occur.

articles

In Scenario Five , the Committee deals with screening when hiring lateral lawyers. In the hypothetical, a law firm with multiple U.S. offices would like to hire Lawyer A who is licensed in State A and would practice from the firm’s office in State A. That hiring would impute a former client conflict of interest to another lawyer at the firm, Lawyer B, who

Rule 8.5 is too often overlooked. It is often the answer to (and cause of) many professional responsibility questions.

JUSTLEG

is licensed in State B and practices law from the firm’s office in State B.

State B employs Model Rule 1.10(a)(2) which allows (as do most states — but not Delaware) the law firm to screen a lawyer for conflicts without obtaining the consent of the affected clients. However, State B has not adopted Model Rule 1.10(a)(2) and would impute the lawyer’s lawyer a conflict to Lawyer B unless Lawyer B’s former client and current client give informed consent confirmed in writing.

The Committee concluded that if the conflict in litigation is in State B, State B’s screening rules would govern and screening is not an option to prevent imputation. If the matter is transactional, the location of lawyer conduct, in this case the firm’s office in State B would be the site of the predominant effect and State B’s rules requiring informed consent would apply.

The Committee goes on to recommend that in litigation matters with significant contacts in more than one jurisdiction, it may be unclear where the predominant effect of the representation will occur. For those situations, the Committee recommends following the more restrictive rule and obtaining the informed consent of each affected client confirmed in writing.

Conclusion. Rule 8.5 is too often overlooked. It is often the answer to (and cause of) many professional responsibility questions.

“Ethically Speaking” is intended to stimulate awareness of ethical issues. It is not intended as legal advice nor does it necessarily represent the opinion of the Delaware State Bar Association.

“Ethically Speaking” is available online. Columns from the past five years are available on www. dsba.org.

Charles Slanina is a partner in the firm of Finger & Slanina, LLC. His practice areas include disciplinary defense and consultations on professional responsibility issues. Additional information about the author is available at www. delawgroup.com.

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PREVENTING SUICIDE

This month’s column is the third of three columns focused on suicide risk among our colleagues, our families, and our friends. The February article discussed Experiencing Suicide; the March article, discussed Comprehending Suicide; and this article discusses Preventing Suicide.

Many of us, if not most of us, know someone who has died by suicide. Suicide is the 12th leading cause of death in the United States,1 and recent research has shown that lawyers with high stress are 22 times more likely to contemplate suicide than those with low stress.2 As you’ve seen from last month’s column, the data is alarming. So, how can we prevent it?

Critical to suicide prevention is creating a culture where everyone is smart about mental health.3 There are number of factors that can reduce a person’s risk for suicide, including mental health care, connecting with family, friends, and community, and having effective problem-solving skills.4

One of the biggest challenges in preventing suicide is ensuring that individuals address their mental health in the same way they would for their physical health. One way to encourage individuals to take their mental health seriously is to treat mental health like any other aspect of their health. If you have high cholesterol, you probably have spoken with your primary care provider about ways in which you can lower it. But since high cholesterol has no symptoms, how would you even know that your levels are high? Bloodwork. Your primary care provider orders bloodwork when you have your annual appointment. Now, let’s consider this: over the past three months, you’ve been uncharacteristically irritable, have an increased heart rate, and are feeling fatigued and restless. On top of that, work is demanding, and your stress level is at an all-time high. You may not realize it — you’re a lawyer, this is par for the course, right? But all of these are signs that your mental health is suffering. So, what should you do? The

same thing you’d do if you had an issue with your physical health: go see a doctor. A trained mental health provider can help determine the best route of care to treat mental health conditions, just like a medical provider does to help combat high cholesterol. There is no “one size fits all” approach with mental health treatment; the most important thing is to find treatment that works best for the individual.

In addition to addressing your own mental health conditions, if you think someone is thinking about suicide, assume you are the only person who will reach out, and have an honest conversation with them.5 Listen to what they say — but don’t debate the value of life or minimize their problems or give advice — and if they are thinking of suicide, work with them to keep them safely away from any lethal means and stay with them while you call or text 988 for the Suicide & Crisis Lifeline.

Lawyers are prone to mental health issues and have been found to be twice as likely as the general population to experience suicidal ideation, with perceived stress being the number one predictor of suicidality.6 Compared to lawyers with low stress, those with high stress were a remarkable 22 times more likely to experience suicidal thoughts, and lawyers with intermediate levels of stress were 5.5 times more likely.7 But to date, most efforts to reduce stress within the legal profession tend to target the individual (e.g., providing personal stress management tools and self-care resources) rather than the more “structural and systemic precipitators of stress” (e.g., unrealistic time pressures, unclear expectations, workload control, lack of feedback), which most lawyers have found were “highly ineffective.”8

This article discusses sensitive topics that some readers may find distressing.

GUEST COLUMNIST: VICTORIA R. SWEENEY, ESQUIRE

While it’s true that self-care interventions improve mental health, the legal profession needs to find a systemic way to create a more mentally healthy workplace. The workplace can provide an important structure and help foster relationships and a sense of connectedness, offering people a place of purpose and a sense of identity, all of which helps give people a meaning for living.

Research suggests that reducing the incidence and impact of perceived stress among lawyers is a great place to start.9 This requires us — together, as a profession — to reshape the attitudes, norms, and cultures relating to our work. That idea may sound impossible, but even the smallest changes can have a big impact. For example, many lawyers are reluctant to disclose or seek help for a mental health condition, fearing that doing so will negatively impact their career. But if we destigmatize mental health conditions and encourage lawyers to seek mental health treatment, we’ll create a culture of empowerment, rather than a culture of fear. Think about it: you wouldn’t tell a colleague to just “get over it” if they told you they had heart disease, so why do we do that when it comes to anxiety or depression? We need to reshape the way we think and talk about mental health.

Lawyers are notorious for being overcommitted to their work because the profession rewards overcommitment, even though it plays a detrimental role in lawyer mental health and often leads to burnout. Lawyers with high levels of work overcommitment are 2 times more likely to contemplate suicide, while those with intermediate levels of overcommitment were 1.5 times likely to report suicidal thoughts.10 Social

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isolation or loneliness is common among lawyers, often related to the demanding, high-stress, and competitive nature of the legal profession. Lonely lawyers are nearly three times more likely to have suicidal thoughts, and those who are highly over-committed to work more than twice as likely.11

We need to be transparent about the notable downsides of being too committed to work and encourage lawyers to set and maintain appropriate boundaries. We need to prioritize collaboration and regular social interactions among lawyers, which in turn will create a sense of relatedness and belonging at work. This kind of transparency has been shown to correlate with overall improved wellbeing, not to mention an increase of productivity.12

Ultimately, we need to go back to the basics — ask colleagues how they are doing; ask about their families, hobbies, and interests; send a note of recognition to a colleague’s family after being in expedited litigation for several weeks; take time to explicitly recognize someone’s work on a brief; treat one another like your most important client.

As I wrote this, I learned of a lawyer who took his life in a neighboring state. We cannot continue to stand idly by and do nothing. The time to act is now. We owe it to each other.

Notes:

1. Centers for Disease Control and Prevention (CDC) Data & Statistics Fatal Injury Report for 2020.

2. Krill, P.; Anker, J. (2023). Stressed, Lonely, and Overcommitted: Predictors of Lawyer Suicide Risk. Minneapolis, MN., downloaded from https://calawyers. org/california-lawyers-association/lawyers-high-stress-contemplate-suicide/.

3. American Foundation for Suicide Prevention, Talk Saves Lives Presentation

4. Id.

5. Id

6. Krill, P.; Anker, J. (2023). Stressed, Lonely, and Overcommitted: Predictors of Lawyer Suicide Risk. Minneapolis, MN., downloaded from https://calawyers. org/california-lawyers-association/lawyers-high-stress-contemplate-suicide/. 7.

Victoria Sweeney is a Deputy Attorney General at the Delaware Department of Justice. An advocate for mental health awareness, Victoria began volunteering with The American Foundation for Suicide Prevention (AFSP) in 2014, and serves as Board Member for the Delaware Chapter. She can be reached at victoria.sweeney@delaware.gov.

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For more information about the Delaware Chapter of AFSP, visit www. AFSP.org/Delaware.

100 YEARS OF COMMITMENT TO THE DEVELOPMENT OF DELAWARE CORPORATE LAW

BY ALLISON L. LAND, ESQUIRE, ARTHUR R. BOOKOUT, ESQUIRE, AND HANNAH ROSE HINTZ, ESQUIRE

It’s no secret that the State of Delaware has long been regarded as the leading U.S. jurisdiction for corporate formation. More than half of all U.S. publicly traded companies, and 66 percent of the Fortune 500 companies, are incorporated in Delaware,1 providing ample evidence of Delaware’s preeminence. Some practitioners, however, may not be aware of the primary factors that have contributed to Delaware’s ascent to, and maintenance of, this leadership role over the last century, which are summarized below.

The coordinated efforts of Delaware’s three branches of government are primary contributors to Delaware maintaining its position at the forefront. First, the General Assembly, drawing on the contributions and corporate law expertise of its bar association and practitioners, continuously reviews and updates the Delaware General Corporation Law (the “DGCL”) annually to address developments in legal, economic and market conditions to keep the DGCL “state of the art,” but retaining its hallmark construct as a flexible statute that permits private ordering in many respects. While a significant revision to the DGCL enacted in 1967 ushered in the era of modern corporate law, as noted by former Chancellor of the Court of Chancery Andre G. Bouchard, the 1967 revision also engendered a “process of constant reexamination and self-improvement.” 2 This “rigorous process of annual review”3 of the DGCL, typically spearheaded by the Corporation Law Council of the Delaware State Bar Association (the “DSBA”), reflects Delaware’s steadfast commitment to its corporate constituents. As a result, the DGCL often serves as a benchmark for the corporation laws of other U.S. jurisdictions, as evidenced by amendments enacted in such jurisdictions to their corporate laws to reflect amendments made to the DGCL, often shortly after such DGCL amendments are adopted (and sometimes duplicating the corollary DGCL provisions verbatim).

More than half of all U.S. publicly traded companies, and 66 percent of the Fortune 500 companies, are incorporated in Delaware, providing ample evidence of Delaware’s preeminence.

Second, the Delaware Court of Chancery, frequently referred to as the country’s leading business court, with its bench of sophisticated and experienced jurists, has a well-developed body of case law addressing a wide variety of corporate issues of all shapes and sizes. Delaware’s judiciary is considered by some to be “the most knowledgeable corporate judiciary in the nation.” 4 This expertise and wealth of case law precedent provide Delaware’s corporate constituents (including their boards of directors and management) with a benchmark on which to base their actions and make their determinations, and offer a degree of predictability unavailable in many other jurisdictions as to the outcome of disputes involving corporate law issues, including governance matters, stockholder disputes and takeover defenses. Decisions of the Court of Chancery are often cited by courts in other jurisdictions (including when there is no case law precedent in such other jurisdictions on the matter in dispute), and claims raised before the Court of Chancery may be decided on an expedited basis when circumstances warrant, reflecting another significant advantage over the business courts of many other jurisdictions.

Decisions of the Court of Chancery may be appealed directly to the Delaware Supreme Court, resulting in a significantly shorter appeals period. Justices of the Delaware Supreme Court are also very so-

phisticated and knowledgeable of matters of corporate law, and often include highly skilled former practitioners with corporate law expertise (including members of the Court of Chancery), thus providing a unique blend of expertise and speed.

Finally, the Division of Corporations of the Delaware Secretary of State’s office, housed within the executive branch of Delaware’s state government, is another significant contributor to Delaware’s preeminence. The Division of Corporations and its customer-friendly staff are responsible for maintaining the official records of a Delaware corporation, including its incorporation documents, and working with representatives of corporate constitu-

ents on a range of other matters, including recording and certifying any filings, such as merger certificates, by Delaware corporations and Uniform Commercial Code filings, and addressing matters relating to the payment of franchise taxes and annual reports. The Division of Corporations is itself a leader among its peers, best known for its customer service; the speed in which it can process, record and certify expedited filings to facilitate the consummation of a transaction; and its creativity in developing solutions to address timing and other issues that often arise in complex transactions. This stands in contrast to the processing time for corporate filings in certain other states, which

can sometimes take weeks (or even longer) to become effective.

The continuous efforts of Delaware’s three branches of government, as described above, in conjunction with the input and support of the DSBA and its members, have enabled Delaware to develop and maintain its long-standing position and unique status over the last 100 years as the preeminent U.S. jurisdiction for incorporating business entities.5

Notes:

1. About the Division of Corporations, DEL. DIV. CORPS., https://corp.delaware.gov/aboutagency.

2. Andre G. Bouchard, Letter from Chancellor Andre G. Bouchard, in COURT OF CHANCERY OF THE STATE OF DELAWARE, 1792-2017 11, 12 (Delaware Court of Chancery, 2017).

3. Id

4. John L. Reed & Frank E. Noyes, Incorporate in Delaware? Yes, DIRS. & BDS., Winter 2001, at 33–36.

5. P.M. Vasudev, Corporate Law and Its Efficiency: A Review of History, 50 AM. J. LEGAL HIST. 237, 275–276 (2008).

Allison Land is a partner at head of Skadden’s Wilmington M&A/Corporate Group, and is a recognized leader in the area of Delaware corporate and alternative entity law. Allison regularly counsels clients and colleagues in all areas of Delaware corporate and alternative entity law and is the present Chair of the Corporation Law Council of the Delaware State Bar Association’s Corporation Law Section. She can be reached at Allison.Land@ skadden.com.

Art Bookout is a Counsel in Skadden’s Litigation Group, and his practice focuses on complex corporate disputes in Delaware and across the country. He can be reached at Art.Bookout@skadden.com.

Hannah Rose Hintz joined Skadden’s M&A Group in 2022 after graduating from the University of Pennsylvania Carey Law School. She can be reached at hannahrose.hintz@skadden.com.

A Brief History of Lawyers with the ACLU of Delaware

BY DWAYNE J. BENSING, ESQUIRE

That work is possible because those of us within the legal community fully understand the value of civil liberties to our work. There is and always will be a close and influential relationship between public issues and legal advocacy. For many lawyers who have worked with us, being a part of the ACLU-DE presents the opportunity to see how their work as experts of the law can change the landscape of Delaware for everyday people — especially those who have historically been disenfranchised and neglected by society.

In the words of Larry Hamermesh, Executive Director at the Institute for Law & Economics and Professor Emeritus at Widener University Delaware Law School, “The ACLU’s preeminent dedication to using all available means — legislation, litigation, and education — works to promote a civil society in which the political, religious, and bodily autonomy of its members, particularly those from minority groups, is protected.” Having been a longtime supporter, Hamermesh was elected as the ACLU-DE Board President from 1996 to 2003, after which he went on to serve on the national ACLU board from 2004 to 2009. He was a key force in campaigning for LGBTQ rights in Delaware long before marriage equality was achieved in the U.S. He continues to support the work of the ACLU of Delaware as one of our Amicus Society members.

During his presidency, Hamermesh hired Drew Fennell, who served as the Executive Director at the ACLU of Delaware from 2001 until 2010. Fennell came to the ACLU-DE after working as an attorney, and her legal expertise lent itself well to the unique challenges of her time with the organization. Much of her early tenure dealt with anticipating and then challenging the discriminatory government practices and reactionary civil liberties restrictions that followed the historic September 11th terror attacks. As anti-Muslim sentiment began reaching a fever pitch, infringements on the rights of Muslim Delawareans was a high concern that shaped Fennell’s leadership: “I think we live with some of the after effects of that tragedy in the law even today.”

Protecting vulnerable communities has been a driving force for most of our key staff and partners. Former Legal Director Ryan Tack-Hooper, graduate of NYU’s School of Law, has said that the ACLU was always something he aspired to join because it represented the idea that “lawyers could be a force for good”— something he was able to prove extensively through his work. During his time as ACLU-DE Legal Director from 2015 to 2019, Tack-Hooper championed a number of key civil rights cases. He was co-lead counsel on the Delawareans for Educational Opportunity v. Carney case, a constitutional challenge to Delaware’s inadequate education system, and co-chaired the bench trial on the issue of Delaware’s inequitable property tax assessment system. He

Since 1961, the ACLU of Delaware has worked to defend and expand civil liberties across the First State. Over the years, our nonpartisan organization has played key roles in landmark litigation, legislation, and societal change to ensure the constitutional rights of all Delawareans.

also led successful class action representation on the Wright v. City of Wilmington case on behalf of residents arrested pursuant to an unconstitutional detention policy, leading to reform of the police department’s stop and arrest policies and training.

Our history is lined with many great individuals who sought to merge their legal practice with longstanding impact statewide that has improved the lives of Delawareans. The lawyers who have played a vital part in major Delaware litigation and legal advocacy around civil rights have been people with an incredible drive and passion for protecting and advancing the liberties of all people across our varied communities.

We continue to welcome those who want to use their skills to advance our vision for a better Delaware. If you share in that vision and want to make it a reality, consider getting involved with the ACLU of Delaware.

As one of the principal public interest non-profits in the state, ACLUDE receives requests for legal assistance from individuals on a daily basis. We respond to this demand through direct representation and by appearing as amicus curiae. As much as possible, our cases are handled by volunteer attorneys who work in cooperation with our legal department. In addition to litigation, our volunteer attorneys help in several other important ways, such as analyzing proposed legislation that affects civil liberties. Many also provide comments on policies and perform public speaking engagements in their areas of expertise. Those interested in volunteering as cooperating attorneys can apply at: www.aclu-de.org/about/work-us/cooperating-attorneys.

Lawyers who do not have the time to offer pro bono services as cooperating attorneys can also support our work by joining the Amicus Society. Our Amicus Society is a network of First State lawyers who share in our values of economic justice, education equity, free speech, justice reform, reproductive freedom, and voting rights. Members receive exclusive case updates on ACLU-DE litigation that helps keep them abreast of these key legal issues in the state. For more information on how to join, visit www.aclu-de.org/ about/amicus-society.

Dwayne Bensing is the Legal Director of the ACLU of Delaware. He also serves as President of Delaware Stonewall PAC and in 2014 was named to the LGBT Bar 40 Under 40 by the National LGBT Bar Association. He can be reached at dbensing@ aclu-de.org.

is and always will be a close

influential relationship between public issues and legal advocacy.

Better Living Through Better Thinking

We all know the story of the emperor’s new clothes. It was told to us as children, and no doubt most of us, even as children, scoffed (how could something like that ever happen?). No doubt we all still scoff at the story today. But the story has far more truth than we realize.

The all-too-human desire to fit in, to be part of the group, often causes us to misjudge things and to act in ways which, truth be told, are not the best decision or are not reflective of reality. In Collective Illusions , Doctor Todd Rose looks at this seeming paradox: why do we keep believing things that are not true?

Collective Illusions:

Conformity, Complicity and the Science of Why We Make Bad Decisions

By Todd Rose Hachette Books, 2022

Dr. Rose begins his book with the residents of Elm Hollow in 1928. “Elm Hollow” was a small, sleepy town of a few thousand people, largely isolated from much of the rest of the state, where everyone in the town seemed to know everyone else. A doctoral student in the then-still-brand-new field of social psychology moved to the town for his doctoral work. He got to know the residents fairly well, and he kept a journal of his findings. He quickly found that most of the residents were not who they appeared to be in public. For example, while an overwhelming majority of residents said that smoking and drinking and playing card games with face cards (a social prohibition surviving from colonial times, when Puritans detested British royalty), most residents, nevertheless would smoke or drink or play card games with face cards in the privacy of their own homes, or with close friends. What could account for the apparent disconnect between what town residents would say in public, and what they would actually do in private? Indeed, the researcher discovered that most residents, despite their own private views about smoking and drinking and cards, nevertheless believed that most of the town thought such activity was immoral. Again, why?

As it turns out, in Elm Hollow, one particular town resident ruled the roost and actively set the social “tone” for the town. She had money, was the largest contributor to the church, and was otherwise perceived as one of the town’s leading citizens. When she passed away, though, the residents quickly came to realize just how many of them did not object to smoking or drinking or cards, and the social prohibitions quickly faded from the scene. Today the story seems almost charming and antiquated. Who could ever have thought that playing card games with face cards is immoral?

But the story of Elm Hollow plays out again and again. Even if people may not personally support a particular social custom or norm, they will nevertheless follow it if they believe that most of society supports the custom or norm. The desire to fit in, and the safety of conformity, often prevents change or allows

is now possible to interact only with those of a like mind, to live in a “bubble” with like-minded individuals, and therefore to conclude that your view and the view of those in the bubble with you are the majority view.

for the continuance of customs which a majority doesn’t support — simply because people don’t communicate or make assumptions that aren’t true.

Dr. Reed tells us that: “collective illusions are social lies. They occur in situations where a majority of individuals in a group privately reject a particular opinion, but they go along with it because they (incorrectly) assume that most other people accept it. When individuals conform to what they think the group wants, they can end up doing what nobody wants.” And so, society follows paths that, with more open communication and honesty, it might not otherwise follow.

There are other factors that influence collective illusions. Hear a story often enough, even if it is completely false, and you will start to believe it is true (advertisers love this). Your brain will often fill in gaps, and take shortcuts, that lead to false conclusions (this is how optical illusions work). People on opposite sides of an issue, or in competing groups/teams/political parties, often hold negative thoughts about those on the other side, even though there is far more that they have in common.

And then there is the internet, and social media, and the rise of a fragmented (and often biased) media. It is now possible to interact only with those of a like mind, to live in a “bubble” with like-minded individuals, and therefore to conclude that your view and the view of those in the bubble with you are the majority view.

Dr. Rose believes that it is possible to limit and combat the problem of collective illusions, and it begins with

self-awareness. We can’t fix the probably of collection illusions if we don’t see that they exist. Too often we simply conform without asking why, without stopping to think if conforming makes sense. There was never truly a national toilet paper shortage, but suddenly we saw stories and all rushed out to stockpile toilet paper. The emperor had no clothes, but everyone saw them. Our brains are hardwired to follow the herd, but we need to move past that herd mentality.

In Collective Illusions, Dr. Rose provides numerous examples of how we, as a society, make bad or incorrect choices

based on nothing more than false ass umptions and a fear of rocking the boat. Change begins with self-awareness of the problem, and so perhaps this book can help lead to better outcomes. At a minimum, it should help us all to understand that we need to better communicate and not just make assumptions about others.

Richard “Shark” Forsten is a Partner with Saul Ewing Arnstein & Lehr LLP, where he practices in the areas of commercial real estate, land use, business transactions, and related litigation. He can be reached at Richard.Forsten@saul.com.

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THE JUDICIAL PALATE | BY SUSAN E. POPPITI, ESQUIRE

EGG SCRAMBLE

Eggs play an especially important role this month, from the Seder plate to an Easter Egg hunt. To pay tribute to this kitchen staple, I hid 20 egg preparations and egg related items in an April word search. The first reader to email me with the solution will receive a set of ramekins, one of the most versatile dishes for cooking and serving. Ramekins are ideal for preparing Eggs En Cocotte and Poached Eggs and are the perfect size for serving dipping sauces and butter.

More on Poached Eggs: These were the most challenging egg dish for me to master, probably because timing is so critical. My version of poached eggs is inspired by the Turkish dish, Cilbir, but without the yogurt bed. Bring a 2 to 3 quart pot of water to a slow boil, add a splash of rice vinegar, and then turn down to a simmer. Crack an egg into a ramekin and gently drop into the water, repeating for up to four eggs total. More eggs will become scrunched, so you would need to upsize your pot. For a runny yolk, set a timer to 3 minutes for extra-large or jumbo eggs (2½ minutes for medium or large). Using a slotted spoon, make sure the eggs don’t stick to the bottom of the pot. When the time is up, use the slotted spoon to remove the eggs from the water and place in a shallow bowl. I typically include two per serving. Lightly drizzle with extra virgin olive oil and sprinkle with sea salt, fresh ground pepper, and Aleppo pepper. Serve alongside your toast of choice, but make sure it’s thick and crusty enough to sop up the yolk. Happy Hunting…

Susan E. Poppiti is a mathematics educator and is pursuing qualifications in wine. Susan can be reached at spoppiti@ hot mail.com.

istockphoto.com/ Elena Pavlova

POSITIONS AVAILABLE

WHITE AND WILLIAMS LLP’S Delaware office is actively recruiting for its Product Liability practice group. We represent some of the largest companies in the world in complex, high stakes cases and are looking for lawyers with 1 to 3 years of litigation experience to join our team. We offer a flexible, hybrid home/office work schedule backed up by 24x7 technical support. In addition to a competitive salary and excellent benefits, we are committed to the professional development of our young lawyers, including through trial advocacy programs, extensive client contact, and courtroom opportunities. Delaware Bar admission or a willingness to sit for the Delaware Bar is required. Please send your resume to Stacie Wood Chapman at woodchapmans@ whiteandwilliams.com for consideration.

THE LAW OFFICES OF MARSHALL DENNEHEY WARNER COLEMAN

& GOGGIN, a leading civil defense firm, is seeking an Associate Attorney for its Wilmington, DE office with 2 to 5 years of experience to handle motor vehicle, premises liability and property damage claims. Firm offers a sound future, competitive salary and an excellent benefits package. Qualified candidates should submit cover letter and resume to HRRecruiter@ MDWCG.com for consideration. We are an Equal Opportunity Employer AA/M/F/D/V.

CASARINO CHRISTMAN SHALK

RANSOM & DOSS, P.A. is seeking an attorney to join its Delaware litigation practice. Starting salary $100,000+ depending on experience. Qualifications: Admission to Delaware Bar; Excellent verbal communication, writing and interpersonal skills; Excellent time management and organizational skills; Ability to work well with others in a friendly, professional work environment. Send cover letter and resume to: Casarino Christman Shalk Ransom & Doss, P.A., P.O. Box 1276, Wilmington, DE 19899. Attn: Kenneth M. Doss, Esq.

DELAWARE DEPARTMENT OF

JUSTICE currently has employment opportunities available for Deputy Attorney General positions in multiple divisions. For all opportunities and full job descriptions, please visit: https://attorneygeneral.delaware.gov/ executive/hr/career-opportunities/.

INTE RESTED IN BURNISHING

YOUR CREDENTIALS for that judicial appointment? Interested in protecting the public from unprofessional conduct by licensees of dozens of State regulatory boards? The Delaware Division of Professional Regulation anticipates a vacancy in the position of Chief Hearing Officer (CHO). The CHO supervises the Division’s Administrative Hearing Unit (AHU). Hearing officers in the AHU hear complaints against licensees of State boards and commissions and make appropriate disciplinary recommendations to those bodies. In addition to hearing and administrative functions, the CHO oversees the processing of complaints and the scheduling of hearings which are convened in Dover and Wilmington. The Division of Professional Regulation is a small collegial State agency staffed by a group of skilled and committed employees within the Department of State who provide administrative staff support to all Title 24 professional boards and other entities. Applicants must be Delaware residents and members of the Delaware Bar. 29 Del C . Sec. 8735(v). Participation in some administrative hearings a plus, and strong writing skills a must. Competitive salary and benefits. Letters of interest and curriculum vitae should be submitted to Shauna Slaughter, Acting Director, Division of Professional Regulation, 861 Silver Lake Blvd., Dover DE 19904, or to shauna.slaughter@delaware.gov. Questions about the position may be directed to Shauna Slaughter at (302) 744-4503, or to Roger Akin at (302) 744-4515 (roger.akin@delaware.gov).

BANKRUPTCY & INSOLVENCY GROUP OF ASHBY

& GEDDES, P.A. is seeking to expand its team with a Delaware-licensed attorney with 1 to 3 years of experience. Superior academic credentials and strong oral and written communication skills required. Must be a team player with an excellent work ethic. Interested candidates should email a resume, writing sample, and transcript to KTsaganos@ashbygeddes. com.

MG+M THE LAW FIRM is recruiting an Associate with 4-8 years of experience for our Wilmington, Delaware office. This associate will be working primarily on Delaware and national commercial and general litigation for a growing practice area of the firm. Delaware bar license or willingness to take the Delaware bar is required. This is an excellent opportunity to join a nationally recognized and growing litigation firm with opportunities to perform challenging legal work and work directly with clients on day one. Candidates should have strong writing ability and organizational skills. MG+M offers an excellent benefits package in a flexible, hybrid work environment. Please email resume to wlarson@mgmlaw.com.

THE CITY OF WILMINGTON

LAW DEPARTMENT seeks two attorneys. Two to 3 years experience preferred. Litigation, employment and labor law, environmental and/or transactional law experience are being sought. Must have current Delaware Bar. Salary negotiable. Excellent benefits package (including family medical and dental coverage, pension plan, CLE allowance, professional membership dues, with thirteen paid holidays in addition to 18 days of vacation). Please forward resume with cover letter to: City of Wilmington Law Dept., Attn: Robert M. Goff, 800 French St., 9th Fl., Wilmington, DE 19801-3537, or email to Javette Lane at jlane@wilmingtonde. gov. Full job descriptions available at www.wilmingtonde.gov.

CLASI IS HIRING ATTORNEYS including a Managing Attorney for our Disabilities Law Program. Please check our website for details about all the available positions. http://www.declasi. org/employment/.

CHRISTENSEN & DOUGHERTY, LLP seeks a junior to midlevel associate to work in our complex commercial and corporate litigation practices. Delaware Bar admission (or pending) required. We offer a competitive salary, a collegial and flexible work environment, and the opportunity for early growth and responsibility. Interested applicants should send résumé and writing sample to contact@ christensendougherty.com.

OFFICE SPACE

LAWYERS’ ROW SUITE: 16’X9’

Furnished Office with 11’X7’ Window Plus 8’X7’ Workstation Plus Shared Access to Conference Room (14’X12’), Kitchen, and Reception Area; $900; (302) 888-1275.

FURNISHED FULL-SERVICE PROFESSIONAL OFFICE SPACE with parking available. Ideal downtown office location at reasonable rates with flexible lease terms. 1201 N. Orange Street, Wilmington. Delaware State Chamber of Commerce Building. Condo Owner/manager (David N. Williams and John L. Williams) on-premises. Flexible lease duration. 2,245 square feet–Suite 500. 4-Fully furnished offices and large conference room, plus reception and paralegal space and kitchenette. $3,750/mo. full service (includes cleaning, utilities) (discounted parking available). 293 Square Feet–Suite 504. Fully furnished Single office $750/mo., full service (can be combined with Suite 500). (Access to 6th floor conference room available)(discounted parking available). For more information contact Dave@TrustWilliams.com or call David or John at (302) 575-0873 or (239) 692-8940 before May 5.

MODERN OFFICE SPACES AVAILABLE in North Wilmington on Concord Pike. Attorney’s offices (12’ x 12 ½’) and assistant work stations (7’ x 7 ½’). Includes use of common areas, conference rooms, onsite parking and some furnishings. Monthly rent (including CAM charges) at $1,680.00. Please send inquiries to lajordan@3200law.com.

LOST WILL

LOST WILL: JOAN EITZEL. Any attorney who represented or prepared a Last Will and Testament for Joan Eitzel, late of 9 Riverside Drive, Wilmington, DE 19809, who is now deceased or has prepared or has knowledge of the location of a Last Will and Testament of Ms. Eitzel, please contact David J. Ferry, Jr., (302) 575-1555; dferry@ferryjoseph.com.

BULLETIN BOARD ADVERTISING INFORMATION

Bulletin board rates are $50 for the first 25 words, $1 each additional word. Additional features may be added to any Bulletin Board ad for $10 per feature.

Submit the text of the Bulletin Board ad and payment to rbaird@dsba.org. For more information, contact Rebecca Baird at (302) 658-5279.

The Centers for Medicare and Medicaid Services (CMS) is recruiting candidates for the Provider Reimbursement Review Board (PRRB). The PRRB is an independent five-member panel that adjudicates disputes over institutional reimbursement matters in the Medicare program. PRRB Members are appointed to a three-year term by the Secretary of the Department of Health and Human Services, with the possibility of reappointment for an additional three years.

Service on the PRRB offers substantial responsibility and work that is intellectually engaging and professionally rewarding. The matters that come before the PRRB often involve complex or novel legal questions and decisions issued by the PRRB are commonly litigated in Federal court and on occasion reach the U.S. Supreme Court.

Candidates must be knowledgeable in the field of cost reimbursement and Medicare payment of providers. Desired qualifications will include law licensure, experience in Federal administrative law, health law, and/or Medicare cost reports. References will be requested. An example of a candidate’s written work product may be requested.

The annual salary in 2023 is $177,776 and benefits include Federal Employee Health Benefits (health, vision, and dental), annual and sick leave, and the Thrift Savings Plan.

PRRB Members must reside in the Baltimore, Maryland commuting area, which includes the surrounding localities in which people live and can reasonably be expected to travel back and forth daily. Additionally, PRRB Members may choose to work remotely on a regular basis but must remain available to report to the office in Baltimore, Maryland on both a scheduled and ad hoc basis as required by the PRRB Chairperson and the CMS Office of Hearings leadership team.

Additional information about the PRRB is available here: https://www.cms.gov/Regulationsand-Guidance/Review-Boards/PRRBReview

Please submit a cover letter and resume/curriculum vitae to OHApplications@cms.hhs.gov by May 3, 2023.

10 REASONS

Why This Year’s Small Firms Conference Is Like NASCAR and Why You Should Attend

BY DEIRDRE SADLER-CREW DIRECTOR OF SMALL FIRMS AND LAW OFFICE MANAGEMENT

The Small Firms section is the largest in the Delaware State Bar Association and represents the vital and growing segment of Delaware’s legal community. The S mall Firms and Solo Practitioners Conference will take place on May 5 at Dover Motor Speedway and will help attorneys address the unique challenges they face and to learn from experts and peers about running an effective, efficient, and sustainable practice. The conference will include a ride along experience with driving experts of the Dover Motor Speedway! Sit back and hold tight as you ride shotgun in the passenger seat (or back seat) with a professional driver for three laps of “Monster Mile.”

1 Like NASCAR, the Small Firms Conference (aka “the Grand Prix”) has the best engagement and interaction. Not only will attendees have the ability to work closely with instructors, but also with vendors who will give you things.

2 The conference’s goal, like NASCAR, is to avoid crashes. Small firms and solo practitioners often find themselves in difficult situations due to their size and this conference focuses on some of the best ways to stay safe.

3 This year’s conference will be held at Dover Motor Speedway and will feature a ride along with a professional on the track as part of the CLE program price!

4 Like NASCAR, the conference is always forward-looking. Each year, the cars and the drivers stretch the limits of their sport and continually look to ways of improving. Similarly, the small firms conference is never satisfied with the status quo and will look toward what lawyers can do better.

5 It’s exciting. From the rallying cry of “Drivers, start your engines” to the waving of the checkered flag, the race, like the conference, is packed with all sorts of emotional excitement.

6 It’s for everybody. Just because you aren’t a small firm or solo practitioner right now, you’d be amazed at the number of large firm and government attorneys who opt to go the small firm route at some point in their career. There’s no harm in attending to get some good education and CLE credits (and to ride in a race car).

7 There is a unique camaraderie in small firms gatherings much like the NASCAR races. Racing is one of the only sports where fans of a particular driver, like Jeff Gordon, can still be friendly with fans of Tony Stewart. Similarly, you will find people who understand your concerns and can even give you pointers on how to work on things.

8 The conference is diverse. Just as NASCAR has short tracks, superspeedways, dirt tracks and asphalt, men and women superstars, the small firms conference will have variety in presenters, vendors, and attendees. As they say, variety is the spice of life.

9 A glimpse of celebrity. Every fan hopes to spy Petty, Earnhardt, Jr., or Danika Patrick when they walk among the crowds. At this conference, you might just get a chance to shake the hand of the Small Firms chair, Jimmy Chong!

10 Neither is ideal on Zoom. This conference, like the race, is better experienced right in the middle of the action and not through a little rectangle. So, register now and do not miss the excitement!

MEMBER BENEFITS

GET THE MOST OUT OF YOUR DSBA MEMBERSHIP WITH THESE EXCLUSIVE MEMBER OFFERINGS!

DISCOUNTED CLES

DSBA strives to find the best instructors and topics to meet your mandatory CLE requirements. We offer almost all of our seminars online so you can watch from work or home. Discounted savings are offered to DSBA Members on all seminars including Arbitration and Mediation Certification programs.

PUBLICATIONS

The Bar Journal and the Delaware Law Review have provided important articles on the law and ethics to our members for decades.

ONLINE LEGAL DIRECTORY

The Online Legal Directory allows members to quickly access up-to-date information for all Delaware judges and attorneys through an easy-touse online portal with robust search options.

HAVE A VOICE

Being a part of DSBA gets you a powerful voice for passing or opposing laws that affect your business.

NETWORKING

The lifeline of a lawyer is the network and every event, CLE, committee, or meeting helps you build that network.

ACCESS TO SECTIONS

DSBA’s sections are some of the most active and prestigious groups in the legal profession. Lawmakers frequently ask sections for input in drafting legislation. The entire weight of the Bar can be shifted to support or oppose the very laws which affect your practice. Be a part of the process!

MENTORING

Whether you are an experienced attorney or one just starting out, having access to another lawyer in your field is priceless.

CAREER SUPPORT

Get help through the Law Office Management Assistance Program and committees like the Professional Guidance Committee, the Lawyer’s Assistance Committee, and The Lawyers’ Assistance Program (DE-LAP).

PRODUCTS AND SERVICES

The Delaware State Bar Association Insurance Program

Advised and Administered by USI Affinity

The Delaware State Bar Association Insurance Program, advised and administered by USI Affinity, offers a proprietary, comprehensive Lawyers’ Professional Liability program. Along with other business insurances to attorneys and law firms in Delaware.

As a leading insurance broker for Lawyers’ Professional Liability, USI Affinity has been protecting Lawyers for over 50 years. We understand the business and the risks that attorneys and law firms face every day.

Lawyers Professional Liability

The DSBA Insurance Program Lawyers Professional Policy offers proprietary savings and coverages specifically designed to mitigate risk and close gaps in coverage.

Directors and Officers Liability

Directors & Officers Liability insurance protects the past, present, and future directors and officers of a law firm from losses arising from “wrongful acts”.

Employment Practices Liability

EPLI coverage can be specifically designed to help protect the personal assets of a privately owned firm’s directors and officers, as well as the financial well being of the firm itself.