20001 THE NEXT CENTURY OF CORPORATE LAW INTRODUCTION CRAIG B SMITH. CHAIR CORPORATION LAW SECTION OF THE DELAWARE STATE BAR ASSOCIATION MR SMITH: Dean Ray, thank you very much On behalf of the Corporation Law Section of the Delaware State Bar Association, I extend our welcome and good morning to all of you By definition, this Symposium presupposes change. That is both a safe and obvious supposition. We know corporation law will change. But we don,'t know exactly how. Fortunately, over the next day and a half, we will benefit from as accurate a prediction of the future of corporation law as can presently be formulated Unlike some. i do not believe that change is in and of itself necessarily good. Nor do I believe that everyone adapts well to change Indeed, given the pace of change today, particularly in a field such as communications technology, I fear at times we move too fast. We assume change is beneficial, and proceed without due reflection on the implications of the changes thrust upon us, and without regard for the limits on our human capacity to adjust to constant material change in the business of life take great comfort, therefore, that in the changes made to the considerable due diligence. Change typically comes about slowly and as the product of debate and deliberation Still, contemplating this Symposium, I found myself in need of a little reassurance. I started with the most basic of corporate tasks incorporation- something that today is simple, instantaneous and possible thout I I was surprised and I must say a little bit awed by the gravity attached to the incorporation process prior to the enactment in March of 1899 of the Delaware General Corporation Law. It is interesting to review what you had to do to create a Delaware corporation a hundred years ago You started with a certificate of incorporation that had to be signed by at least three persons, two-thirds of whom had to be citizens of Delaware, and which was submitted to an associate judge of the Superior Court in the county in which the corporation was to have its principal office or conduct its principal business. The application could only be submitted during a vacation of the Court, and only if notice had been published in newspaper at least 30 days prior to the subm of the application2000] THE NEXT CENTURY OF CORPORATE LAW 3 INTRODUCTION CRAIG B. SMITH, CHAIR CORPORATION LAW SECTION OF THE DELAWARE STATE BAR ASSOCIATION - - - - - MR. SMITH: Dean Ray, thank you very much. On behalf of the Corporation Law Section of the Delaware State Bar Association, I extend our welcome and good morning to all of you. By definition, this Symposium presupposes change. That is both a safe and obvious supposition. We know corporation law will change. But we don't know exactly how. Fortunately, over the next day and a half, we will benefit from as accurate a prediction of the future of corporation law as can presently be formulated. Unlike some, I do not believe that change is in and of itself necessarily good. Nor do I believe that everyone adapts well to change. Indeed, given the pace of change today, particularly in a field such as communications technology, I fear at times we move too fast. We assume change is beneficial, and proceed without due reflection on the implications of the changes thrust upon us, and without regard for the limits on our human capacity to adjust to constant material change in the business of life. I take great comfort, therefore, that in the changes made to the Delaware General Corporation Law, there is as a general rule of considerable due diligence. Change typically comes about slowly and as the product of debate and deliberation. Still, contemplating this Symposium, I found myself in need of a little reassurance. I started with the most basic of corporate tasks — incorporation — something that today is simple, instantaneous and possible without lawyers. I was surprised and I must say a little bit awed by the gravity attached to the incorporation process prior to the enactment in March of 1899 of the Delaware General Corporation Law. It is interesting to review what you had to do to create a Delaware corporation a hundred years ago. You started with a certificate of incorporation that had to be signed by at least three persons, two-thirds of whom had to be citizens of Delaware, and which was submitted to an associate judge of the Superior Court in the county in which the corporation was to have its principal office or conduct its principal business. The application could only be submitted during a vacation of the Court, and only if notice had been published in a newspaper at least 30 days prior to the submission of the application