2000 THE NEXT CENTURY OF CORPORATE LAW Thanks a lot for having me here today. In my former life as a lawyer, I had a lot of happy, or let me say some happy, a lot of challenging moments advising clients with transactions under Delaware law. But I dont want to talk to you really from my perspective as a former lawyer, former practicing lawyer. More a little bit from my perspective as head of RjR And I also want to caution you, I'm not going to make predictions about what's going to happen over a hundred years. I really want to talk about, in my own view based on my experience over the last few years somewhat of a fundamental concept. And really it goes to this question of the flexibility that we all cherish so much in the law and in the common law versus a businessperson s need for clarity and predictability In my few years, just to back up for a second, at RR Nabisco, if there is one thing that struck me, it probably shouldn't have that much but it did and it may be because of RR Nabisco's unique situation, was the werfully persuasive influence of lawyers in the business world in the United States. Now, I guess that's nothing really new, but because I think if you may have heard or read the DeToqueville in his travels in America, he said that the power of lawyers envelope the whole of society penetrating each component class and constantly working its secret upon its unconscious patient. Perhaps because it worked in secret or they worked in secret, DeToqueville also noted that " the power of lawyers is little dreaded and hardly noticed Well, that, in my view, has changed dramatically to anybody who is a corporate director today or who runs a public corporation today. That ower has come out of the closet in the latter part of this century. And the question in my view is will we be better able to cope with this power, this pervasive influence in And as for the globalization that Mike just described in the twen first century, I think the question is will international business and corporate elationships follow worldwide the American pattern or will the United States have to adjust? And I think just listening to Mike talk about that new orporate form and how set out it will be, how concrete it will be, how predictable, how clear it will be, I think goes to this kind of question I'm asking. Because, certainly, from a businessman,s point of view, the wide variations in corporate and business law, particularly between the U.S. and the rest of the world will make less and less sense. And I'm not even talking about our tort system in the United States. I'm talking about our corporate law system It's bad enough dealing with the multiple legal and regulatory systems just in this country, but the problem is obviously exacerbated as transactions involve even greater numbers of jurisdictions around the world and through worldwide mergers, significant numbers of shareholders throughout the2000] THE NEXT CENTURY OF CORPORATE LAW 9 Thanks a lot for having me here today. In my former life as a lawyer, I had a lot of happy, or let me say some happy, a lot of challenging moments advising clients with transactions under Delaware law. But I don't want to talk to you really from my perspective as a former lawyer, former practicing lawyer. More a little bit from my perspective as head of RJR Nabisco. And I also want to caution you, I'm not going to make predictions about what's going to happen over a hundred years. I really want to talk about, in my own view based on my experience over the last few years, somewhat of a fundamental concept. And really it goes to this question of the flexibility that we all cherish so much in the law and in the common law versus a businessperson's need for clarity and predictability. In my few years, just to back up for a second, at RJR Nabisco, if there is one thing that struck me, it probably shouldn't have that much but it did and it may be because of RJR Nabisco's unique situation, was the powerfully persuasive influence of lawyers in the business world in the United States. Now, I guess that's nothing really new, but because I think if you may have heard or read the DeToqueville in his travels in America, he said that "the power of lawyers envelope the whole of society penetrating each component class and constantly working its secret upon its unconscious patient." Perhaps because it worked in secret or they worked in secret, DeToqueville also noted that "the power of lawyers is little dreaded and hardly noticed." Well, that, in my view, has changed dramatically to anybody who is a corporate director today or who runs a public corporation today. That power has come out of the closet in the latter part of this century. And the question in my view is will we be better able to cope with this power, this pervasive influence in the next century? And as for the globalization that Mike just described in the twenty￾first century, I think the question is will international business and corporate relationships follow worldwide the American pattern or will the United States have to adjust? And I think just listening to Mike talk about that new corporate form and how set out it will be, how concrete it will be, how predictable, how clear it will be, I think goes to this kind of question I'm asking. Because, certainly, from a businessman's point of view, the wide variations in corporate and business law, particularly between the U.S. and the rest of the world, will make less and less sense. And I'm not even talking about our tort system in the United States. I'm talking about our corporate law system. It's bad enough dealing with the multiple legal and regulatory systems just in this country, but the problem is obviously exacerbated as transactions involve even greater numbers of jurisdictions around the world and through worldwide mergers, significant numbers of shareholders throughout the world