164 Pages Posted: 11 Jul 2013 Last revised: 7 Aug 2013
Date Written: July 10, 2013
Although artfully drafted, the Delaware General Corporation Law (DGCL) is unreadable. Sentences are excessively long – one rambles on for nearly two pages. The DGCL sometimes follows the standard convention that divides complex statutory sentences into multiple paragraphs. But more often the DGCL defies convention by burying several sentences on different topics in a single paragraph. Roman numerals denoting list items hide undifferentiated in the midst of long block paragraphs. Although the DGCL’s section headings are informative, sections are sometimes long and subsection headings are non-existent. Add to these problems the inherent difficulty in all statutory interpretation, the complexity of corporate law, and the excruciating explicitness of the Delaware drafters, and the result is an impenetrable law. All but the most determined readers simply bounce off.
This pamphlet presents a readable version of the DGCL (RDGCL). Some readability is through standard typographical techniques. The RDGCL employs running heads, squares and indents entire paragraphs rather than merely the first lines of paragraphs, uses leading to visually separate paragraphs, and bolds paragraph and subparagraph numbers – including those troublesome list denoters.
But what most enhances the RDGCL’s readability is the application of a grammar-based marking system (VisiLaw) to the statutory text. The markings visually separate sentences, and clauses within sentences, making it possible to see where each begins and ends. This ability to see structure at a glance makes it possible to read clauses one at a time without losing orientation in the overall structure. Within each constituent clause, underlining identifies a skeletal sentence – subject, verb, direct object and a few other words. The underlining enables the reader to quickly get the gist, and understand the structure, of the constituent clause. Marks are catalogued in a single-page Key to Visilaw Markings and the system is explained in a lengthier Introduction to the VisiLaw Marking System.
Keywords: readable, Delaware, corporation law, VisiLaw, Delaware General Corporation Law
Suggested Citation: Suggested Citation
LoPucki, Lynn M., The Readable Delaware General Corporation Law (July 10, 2013). UCLA School of Law Research Paper No. 13-20. Available at SSRN: https://ssrn.com/abstract=2292236 or http://dx.doi.org/10.2139/ssrn.2292236
By Leo Strine