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I feel more than a little conflicted about writing to commemorate Bill Allen's completion of his term as Chancellor of Delaware. Economists understand the inefficiencies that result when private and public benefits diverge: people seek their advantage even though the public bears more than offsetting costs. That pretty well describes the dissonance I'm experiencing about this event. The benefit to me of gaining a good friend as a neighbor, and to the NYU Law School community from the addition of this remarkable man as a colleague and teacher, are dwarfed by the cost to the entire corporate law community from losing one of the finest corporate law judges to grace any bench in a very long time. Twenty-five years ago Bayless Manning announced the death of corporate law "as a field of intellectual effort." By the sheer force of his intellect, Bill Allen has given substance to what Manning then described as "our great empty corporate statutes – towering skyscrapers of rusted girders, internally welded together and containing nothing but wind." Manning blamed corporate law's demise on the collapse of the nineteenth century notion that the corporation, like Pinocchio, was to be treated as a "real boy." Bill Allen has sought to rebuild corporate law on a more realistic and intellectually challenging foundation that recognizes the competing decision makers who contend for influence behind the corporate veil.



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