DELAWARE JOURNAL OF CORPORATE LAW Vo.25 Now, here I come back to this point about flexibility because we all learned in law school about the wondrous flexibility and adaptability of the common law and how it was particularly suited to fast-changing economic and business needs. And as a lawyer, I could well appreciate what we were all taught about the advantages of a common law system But in the last few years, with my businesspersons hat on, I have to wonder really at what cost are we getting all this flexibility Now, I'm not a scholar of comparative law, but as I contrast the five-to-ten-page contracts that RJR Nabisco's overseas contracts operating under the civil law often enter into with the fifty or seventy or a hundred page contract that's so typical of transactions here, I wonder whether the advantages of flexibility are worth the price of ever-increasing length and complexity as all of our bright, young lawyers add yet one more clause to their standard forms to deal with the latest pronouncement of Vice- Chancellor Jacobs or Chief Justice Veasey or all of our other colleagues It was very exciting for me to be a takeover lawyer in the 80s and I obviously can see it's still exciting to be in the90s. The development of he law in the Delaware courts in the takeover area was exciting to be part of. Issues relating to poison pills and options and auctions and boards' duties in the takeover context were intellectually interesting and a challenge to any advocate. And I very much recall, like Talmudic scholars, lawyers pouring over every word of the latest Delaware case to try to decipher what those words might portend for the next takeover battle and the advice they'd be asked to give as to whether a particular transaction or action would or would not pass muster under Paramount or Revlon or Unocal.5 And the list of cases was still getting longer when I stopped worrying about them, or thought I was going to stop worrying about them. But somehow when you hief executive and a corporate director, being part of the developing law is not quite as much fun as when you were practicing law Just looking at mergers and acquisitions in the U. K, and I know you're all familiar with it and I won,'t dwell on it, but the rules really are pretty clear and straightforward. You know, English lawyers are always quick to point out that takeovers are governed not by law but by regulation and whatever you call it, the U.K. code together with the panel that supervises it acts as a British version of civil law. And the principle and rules that govern takeovers for the most part are very clear First and foremost, the target company cannot take any action that would"frustrate a bid, "1.e, no poison pills, no ESOPs, no stock repurchase Paramount Communications Inc v QVC Network Inc, 637 A 2d 34(Del10 DELAWARE JOURNAL OF CORPORATE LAW [Vol. 25 3Paramount Communications Inc. v. QVC Network Inc., 637 A.2d 34 (Del. 1994). 4Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (Del. 1986). 5Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985). Now, here I come back to this point about flexibility because we all learned in law school about the wondrous flexibility and adaptability of the common law and how it was particularly suited to fast-changing economic and business needs. And as a lawyer, I could well appreciate what we were all taught about the advantages of a common law system. But in the last few years, with my businessperson's hat on, I have to wonder really at what cost are we getting all this flexibility. Now, I'm not a scholar of comparative law, but as I contrast the five-to-ten-page contracts that RJR Nabisco's overseas contracts operating under the civil law often enter into with the fifty or seventy or a hundred page contract that's so typical of transactions here, I wonder whether the advantages of flexibility are worth the price of ever-increasing length and complexity as all of our bright, young lawyers add yet one more clause to their standard forms to deal with the latest pronouncement of Vice￾Chancellor Jacobs or Chief Justice Veasey or all of our other colleagues. It was very exciting for me to be a takeover lawyer in the '80s and I obviously can see it's still exciting to be in the '90s. The development of the law in the Delaware courts in the takeover area was exciting to be part of. Issues relating to poison pills and options and auctions and boards' duties in the takeover context were intellectually interesting and a challenge to any advocate. And I very much recall, like Talmudic scholars, lawyers pouring over every word of the latest Delaware case to try to decipher what those words might portend for the next takeover battle and the advice they'd be asked to give as to whether a particular transaction or action would or would not pass muster under Paramount3 or Revlon4 or Unocal. 5 And the list of cases was still getting longer when I stopped worrying about them, or thought I was going to stop worrying about them. But somehow when you become a chief executive and a corporate director, being part of the developing law is not quite as much fun as when you were practicing law. Just looking at mergers and acquisitions in the U.K., and I know you're all familiar with it and I won't dwell on it, but the rules really are pretty clear and straightforward. You know, English lawyers are always quick to point out that takeovers are governed not by law but by regulation, and whatever you call it, the U.K. code together with the panel that supervises it acts as a British version of civil law. And the principle and rules that govern takeovers for the most part are very clear. First and foremost, the target company cannot take any action that would "frustrate a bid," i.e., no poison pills, no ESOPs, no stock repurchase