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Thompson Hine LLP, a full-service business law firm with approximately 400 lawyers in 8 offices, was ranked number 1 in the category “Most innovative North American law firms: New working models” by The Financial Times and was 1 of 7 firms shortlisted for The American Lawyer’s inaugural Legal Services Innovation Award. The firm has been recognized by the National Law Journal as a Legal Technology Trailblazer and featured by Bloomberg for its innovative service delivery models, which drive accuracy and predictability. The firm’s commitment to innovation is embodied in Thompson Hine SmartPaTHTM – a smarter way to work – predictable, efficient and aligned with client goals. For more information, please visit ThompsonHine.com and ThompsonHine.com/SmartPaTH.

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<a>In this edition we include a detailed discussion of a Delaware Chancery Court decision concerning proper documentation of board of director appointments. Now I can already read your minds—that’s just the sort of dry, esoteric, nitpicky topic that sets lawyers’ hearts aflutter and is of little consequence to the real world. Au contraire.</a>

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The origins of the word “law” in English are found in various ancient languages. They generally are thought to stem from the concepts of laying down or establishing things. “Laying down the law” as an expression nicely captures this concept. A lawyer is basically a person who is conversant with establishing and following the rules.

In those days, laws may have been carved on a permanent medium such as stone, or printed or written on parchment, or paper, also remarkably permanent as it turns out. Even so, experience taught the lawyers that special procedures were needed to assure that the carving, or writing, accurately represented the law being laid down, be it a public statute, private contract, or official appointment. An “official version” is needed. Innovations such as wax seals helped with this problem. The profession of “notary public” arose, comprising specialized lawyers trained in the forms and practice of authenticating documents.

Modern forms of communication, for all their wonderful, time-saving efficiency, can be remarkably unclear and impermanent. Text messages, in fact, may be deleted inadvertently from our smartphones and must be printed or otherwise archived. Apart from their impermanence, we all know how confusing long text or email strings can become, <a>and how difficult it can be to figure out what’s being said or agreed to at the end of the day.</a>

It is tempting, in our current era of accelerating innovation, to view the “old ways” as outdated and ripe for disruption. In many ways they are. Electronic signatures are well-accepted by now, and various applications exist to provide them. Still, providing clarity and certainty about what is being agreed, or decided, remains critically important.

One can only imagine the lawyers’ fees and expenses that were incurred in the litigation that resulted in the Delaware Chancery Court decision outlined by my partner Lindsay Karas Stencel in this newsletter. That alone should provide a convincing argument for clients, businesspeople, and their lawyers to make sure that they have “laid down the law” in the appropriate manner – e-signed, e-sealed and e-delivered.

As always, please keep in touch, and let us know of topics you would like to see covered in future editions of the Business Law Update.

This article may be reproduced, in whole or in part, with the prior permission of Thompson Hine LLP and acknowledgement of its source and copyright. It is intended to inform clients about legal matters of current interest; it is not intended as legal advice. Readers should not act upon the information contained in it without professional counsel. This document may be considered attorney advertising in some jurisdictions. © 2022 THOMPSON HINE LLP. ALL RIGHTS RESERVED.

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