He’s not only the prime sponsor of SB 21, he is the chief advocate on behalf of it. The legislation changes corporate law governing the Court Of Chancery. If you’re not familiar, here is a balanced piece on the bill.
There are legal heavyweights who both support and oppose the bill. While I oppose the bill, this article is not about that.
It’s about the fact that Bryan Townsend, who I’ve supported since he first ran against then-President Pro-Tem Tony DeLuca, is a corporate attorney who has argued cases before the Court of Chancery. In fact, it’s at the core of his practice:
He represents directors and officers, as well as stockholders, in litigation matters ranging from appraisal valuations to contractual disputes to claims for breaches of fiduciary duties.
Bryan has advised special committees and directors on the discharge of their fiduciary duties in reviewing proposed transactions, and he has coordinated with expert witnesses on methodologies and developments in appraisal and valuation law. Bryan also represents companies involved in commercial litigation, including post-closing price adjustments and stock purchase agreements. In addition to his experience in the Court of Chancery, Bryan represents clients involved with business litigation in the Superior Court of Delaware and the United States District Court for the District of Delaware, as well as pro bono clients in Delaware Family Court.
Hello, is this mic on? As both an attorney and a legislator, he is no doubt aware of the blatant conflict-of-interest, even if he argues that it’s merely a perceived conflict-of-interest. Would his clients benefit from his involvement, in fact, are any of his current clients in a position to benefit from the proposed legislation? Would the Court be reluctant to disagree with someone able to change legislation if he doesn’t like the result?
The pretext for the urgency of the legislation (hey, it’s almost proxy season) doesn’t justify ramming this legislation through. What’s clear is that certain parties, with Bryan’s approval, put this together outside the normal channels for crafting legislation, to achieve a specific result almost instantaneously.
Whether the legislation ultimately passes in this, or similar form, it should do so without the involvement of Bryan Townsend. If the State Senate looks the other way, perhaps it’s a matter for the Bar Association to consider.