2000 THE NEXT CENTURY OF CORPORATE LAW programs, no sale of assets, no leveraged special dividends unless approved y stockholders. Nor, on the other hand, can bidders create certain techniques that, at least in part, are so much of the takeover seen here Now, one could well complain that the British have taken all the fun out of it, and it's certainly no coincidence that where in this country lawyers play such an important part in the M&A process, in Britain, the investment bankers are clearly playing the predominant role. When you have to run a business, whether deciding to make an acquisition or defending against one don't you think it would be nice to know quite clearly what the rules are head of time? Is a director really asking too much if he wants to know whether a particular action is or is not valid rather than if properly presented with the facts, a Delaware court or a Nevada court applying Delaware law, which it might or might not do depending on its interpretation of Nevada choice of law, at any rate, whether some court should uphold the action in question? But only if its own interpretation, for example, of footnote 63 of the Paramount case, is consistent with that of your outside counsel giving you advice. And, by the way, even if Vice-Chancellor Jacobs agrees with you, will Justice Veasey agree with you? MR GOLDMAN: Can we look at this a little bit here? First of all you're saying two things. You're saying today as a CEO, you know what the people in this room, we lawyers, are doing because you used to do it and you used to like it and now you're CEO and you don't like it. So that's one thing But the second thing is you're saying you like this English system because it's so clear and essentially the board of directors has no power to do much on behalf of the stockholders. I mean, I think the system that was put into place by our courts here is superior because it allows the directors to negotiate on behalf of the stockholders, rather than getting stampeded into a cash offer which is coercive MR GOLDSTONE: Mike, I'm not going to argue. It's not my point to argue whether the entire comprehensive system works better for shareholders here or in England. Although I will tell you that chief executives of English companies I have talked to do not complain that their shareholders are not well-served and that they're unable to negotiate higher What they do say is that their directors know clearly what they can do n't do. Let another example, then we'll back to it. Because what I'm getting at is, and I recognize in this group in particular, this would be controversial. But what I'm trying to get at is as you go and look at the Delaware law as it's going to develop over the next hundred years, and I make no predictions, but my own feeling is a need for more predictability, a need for more clarity among people who are engaging in business transactions is going to be paramount in their choice of law. And2000] THE NEXT CENTURY OF CORPORATE LAW 11 programs, no sale of assets, no leveraged special dividends unless approved by stockholders. Nor, on the other hand, can bidders create certain techniques that, at least in part, are so much of the takeover seen here. Now, one could well complain that the British have taken all the fun out of it, and it's certainly no coincidence that where in this country lawyers play such an important part in the M&A process, in Britain, the investment bankers are clearly playing the predominant role. When you have to run a business, whether deciding to make an acquisition or defending against one, don't you think it would be nice to know quite clearly what the rules are ahead of time? Is a director really asking too much if he wants to know whether a particular action is or is not valid rather than if properly presented with the facts, a Delaware court or a Nevada court applying Delaware law, which it might or might not do depending on its interpretation of Nevada choice of law, at any rate, whether some court should uphold the action in question? But only if its own interpretation, for example, of footnote 63 of the Paramount case, is consistent with that of your outside counsel giving you advice. And, by the way, even if Vice-Chancellor Jacobs agrees with you, will Justice Veasey agree with you? MR. GOLDMAN: Can we look at this a little bit here? First of all, you're saying two things. You're saying today as a CEO, you know what the people in this room, we lawyers, are doing because you used to do it and you used to like it and now you're CEO and you don't like it. So that's one thing. But the second thing is you're saying you like this English system because it's so clear and essentially the board of directors has no power to do much on behalf of the stockholders. I mean, I think the system that was put into place by our courts here is superior because it allows the directors to negotiate on behalf of the stockholders, rather than getting stampeded into a cash offer which is coercive. MR. GOLDSTONE: Mike, I'm not going to argue. It's not my point to argue whether the entire comprehensive system works better for shareholders here or in England. Although I will tell you that chief executives of English companies I have talked to do not complain that their shareholders are not well-served and that they're unable to negotiate higher prices. What they do say is that their directors know clearly what they can do and what they can't do. Let me give you another example, then we'll come back to it. Because what I'm getting at is, and I recognize in this group in particular, this would be controversial. But what I'm trying to get at is as you go and look at the Delaware law as it's going to develop over the next hundred years, and I make no predictions, but my own feeling is a need for more predictability, a need for more clarity among people who are engaging in business transactions is going to be paramount in their choice of law. And