Delaware Law Office
of Larry D. Sullivan, Esquire

A Weblog?
The column to the right, is a news/editorial/comment column. It is a weblog, also know as a blog.

The weblog thing comes from www.blogger.com, which offers us a convenient way to manage the posting, administratively. You don't really need to know all of that, but we have included this explanation so that you won't be confused by the term "blog".

Another important topic here is that since the column includes editorials and comments, you can be sure that we are just exercising our free speech rights as guaranteed by the Constitution and as not yet abridged by a reactionary opportunistic vocal minority.

opinions, everybody's got one...
If you would like your opinion published here, forward it for consideration and editorial review to: info@delawoffice.com.
Or add a comment. Comments by: YACCS

We encourage the exchange of responsible ideas.

Saturday, August 17, 2002

 
jury duty

It's normally a good idea to treat courts with a modicum of respect when you receive a summons for jury duty. (via Camworld)


 
fetch fido

Is someone's dog reviewing applications for patents? I ask with sarcasm only because of this patent award for an "animal toy" that looks remarkably like a stick. (via a whole lotta nothing)


 
locks of love

Locks of Love is a non profit organization that was being discussed in the office on Friday, and deserves recognition and support. They help supply custom hairpieces to those under 18 who are financially disadvantaged, and suffering from long term medical hair loss. If you might be interested in donating hair, their question and answers section gives more details.


Friday, August 16, 2002

 
us agricultural department database

If you're interested in seeing exactly what that is on the end of your fork, and how nutritional it might be, The United States Department of Agriculture (USDA) can help. They have set up a database which allows you to check on the nutritional properties of 6220 foods, while online. I'll be checking this out come meal times. What other types of information should federal agencies be sharing with us over the web?


 
a quarter protest

The US Mint's 50 state quarter's program is a great idea. It's a chance to celebrate the history of our nation and to honor people and events on a state and national level. The Missouri coin won't be released for almost a year. However, a protest taking place in Missouri over design selection involves a unique form of spreading the word, and an early, but temporary, redesign of quarters already in circulation.


 
law school advice

I thought that Dahlia Lithwick's article, called Letter to a Young Law Student: Don't go to law school: But if you must, take my advice, was pretty good.

And don't miss the excellent a mad tea-party from Who Stole the Tarts, the site of a second year law student from Boston. In addition to being very well written advice to someone entering law school (I wish I had read it before my first year), the author also brings back many memories.

We've included some other law student sites in our weblog listing, and they will probably be joined by more in the near future.

Another erudite legal scholar and student is jca from Sua Sponte who organized the BlawgRing we recently added to our page, and who made a confession around a week ago to being originally from central New Jersey (like I am).

Our most recent student addition is Tuffy Stone who, upon ocassion, has contributed some great posts about intellectual property law at metafilter under a different name.

Not satisfied with just the law, the stantonblog adds economics and technology into the mix of subjects Larry Stanton, Jr., writes about on his site, and I enjoy his succinct and insightful views.

I'm looking forward to reading their blogs through their new school year, and I wish them all good luck in their classes.


Thursday, August 15, 2002

 
900 number crimes in Delaware

Despite the fact that the police and prosecutors have never heard of it, it is a crime in Delaware to tell someone that they have won a contest or such, and to collect their prize they must call a 900 number. The law is as follows:

11 Del. C. 906. Deceptive business practices; class A misdemeanor.
A person is guilty of deceptive business practices when in the course of business the person knowingly or recklessly:
...
(7) Notifies any other person that the other person has won a prize, received an award or has been selected or is eligible to receive anything of value if the other person is required to respond through the use of a 900 service telephone number or similar service number.
...


I receive solicitations which are in violation of this law all the time. I have reported them to the police on dozens of occasions. The conversation with the 911 operator (they force you to use the 911 operator even if you don't believe it is an emergency) usually goes something like this:

Me: I am calling to report a crime of deceptive business practices.
Operator: What?
Me: I received a notice in the mail that says I won a contest and that I must call a 900 number to collect it. That is a crime.
Operator: What crime?
Me: It is a deceptive business practice under 11 Del. C. 906 (7)
Operator: I have never heard of that.
Me: would you like me to fax you a copy of the law?
Operator: No
Me: Well, I would like to make a criminal complaint.
Operator: I will have an officer contact you [muffled guffaw]

Once in a while an officer does call me, just because he is curious I suppose. I fax them the law and the offending literature and I never hear from them again. When I retire I may just make a career out of prosecuting these scoundrels....not.


 
how to stop sales calls ?

I have been scheming as to how I can avoid receiving the many unsolicited sales calls at my residence. This is my current plan. I will set up a 900 number at my home. All future requests for my telephone number will be given this new 900 number. I will undoubtedly have to close down my current number and get a new unlisted one for my family to use. This way, if a sales person really wants to call me in the middle of dinner it will be on his dime. I will be happy to say to them..."tell me all about your product, and I mean ALL about it".


 
al mascitti defends delaware

Another articulate (besides Bill Slawski) writer, Al Mascitti, read Jonathan Chait's road rage piece about Delaware's tolls, taxes, and temperment. Similarly, Fritz Schranck has a clarifying perspective. We all choose our own way to cheer on and support Delaware, or not. I am appreciative of Al, Bill and Fritz for doing so in their way. I can't think of anything so pleasant to say to Mr. Chait so I will keep silent, or not.


 
interview with riaa president

Recent addition to the web, Blogcritics, has the tagline A sinister cabal of the web's best writers on music, books and popular culture miscellanea - updated continuously. It appears that they are starting out pretty strong, with entries like Producers and Engineers Marching Together and an Interview With Cary Sherman, President of the RIAA. Agree or disagree with Cary Sherman, it's good to see him answering questions, and the interview gives us some insight into the record industry's views on recent legislation, fair use, space shifting, and archival copying. Nice job, Blogcritics.


Wednesday, August 14, 2002

 
race to the bottom

Late last night (or early this morning, depending upon your perspective) I wrote about a New Republic article written by Jonathan Chait for the cover story of August 19th's New Republic (link below). The article appeared to be a plea for President Bush to add Delaware to the "axis of evil."

I had considered working my way through Chait's article, pointing out places where his work might have been helped by a fact checker, however, Delaware's blogging deputy attorney general, and representative of the Delaware Department of Transportation, Fritz Schrank, had enough of the facts at his fingertips to do that eloquently and efficiently. But our Sneaking Suspicions author really only addressed the issues Jonathan Chait raised regarding Delaware's revenues from tolls.

Rather than attack Mr. Chait, I'd rather point to a couple of positive writings about Delaware by other authors. The first, by the Honorable William T. Quillen and Michael Hanrahan is A Short History of the Delaware Court of Chancery--1792-1992.

I suspect that if Mr. Chait had the pleasure of meeting William T. Quillen, and spending some time with him, he might come away with a completely different impression of Delaware. A former Secretary of State, Superior Court Judge (twice), Chancellor of Chancery Court, and Delaware Supreme Court Justice; he is one of Delaware's most liked and respected citizens. When you read that the selection of judicial officers for Chancery Court is based upon merit, it's one thing. When you meet a former Chancellor like William Quillen, you understand what the word "merit" actually means. And, his History of the Delaware Court of Chancery reflects an understanding that there are people who might misunderstand Delaware's role as an often favored place for people to create corporations:
After years of effort, a new Constitution was promulgated by a Constitutional Convention in 1897. The Constitution of 1897 eliminated the time honored and highly political process of creating corporations by special legislative act and provided for incorporation only under general law.(48) Pursuant to this constitutional provision, a new general corporation law was enacted in 1899.(49) The new law took full advantage of liberal enabling breadth offered by the Constitution: perpetual corporate existence and broadly stated general powers became the corporate norms. In essence, Delaware law recognized that the American corporation had been largely transformed to a decidedly free wheeling, private enterprise mode; it had lost its original prime character as a state instrument for public improvement. Indeed, the passage of the law itself was generally attributed to the prospect of a new private enterprise, the corporation service company.(50) The business and legal change was not lost upon commentators and, in an inkling of things to come, Delaware was promptly criticized as a "little community of truck-farmers and clam-diggers ... determined to get her little, tiny, sweet, round, baby hand into the grab-bag of sweet things before it is too late."(51) Thus, even as the starter's gun went off, Delaware was already being accused of participating in a "race to the bottom."
A number of commentators have accused Delaware of such a race to the bottom. In that, Jonathan Chait was echoing the words of others.

But, is there a race to the bottom? Is that too simplistic an approach to take? Here's another view:
Although some EC company lawyers have supported harmonisation precisely in order to avoid a Delaware style "race to the bottom", the idea that Delaware law represents a lowest common denominator has been challenged by accounts which argue that any attempt by managers to downgrade shareholder interests would, over time, lead to a hostile response by the capital markets. Managers therefore have an incentive to incorporate under the law of a state which favour shareholder interests since "[s]tates that enact laws that are harmful to investors will cause entrepreneurs to incorporate elsewhere". If this is the case, "Delaware attracts incorporations not because its laws are lax, but because they are efficient". Thus, some commentators argue that Delaware has so perfected the art of matching its laws to the demands of the users of those laws that it has won the race to the top. In general, while the claim that Delaware company law is efficient remains much disputed, it is generally agreed that regulatory competition need not, necessarily, imply a degradation of standards.
As for Mr. Chait's statements that Enron, and other corporations may have chosen Delaware as a place to create companies for seemingly fraudulent purposes, I'm compelled to point out that Delaware requires, at the very least, a statement in a corporation's certificate of formation that it is being created for "any lawful act or activity under which corporations may be organized under the General Corporation Law of Delaware." (Title 8, section 102) As we know from 1913 case law in Delaware (Martin v. D.B. Martin Co., 10 Del.Ch. 211, 88 A. 612):
The fiction of a legal corporate entity should be ignored when it has been used as a shield for fradulent or other illegal acts.
Regardless, I believe that if Mr. Chait had the chance to visit more than just Delaware's interstate, he might come away with a different feeling about Delaware.

Though, I'm beginning to wonder if Mr. Chait even travelled down Delaware's interstate to begin with. He stated that he had to pay a toll upon entering Delaware. He then complains about having to pay a three dollar toll to cross over the Delaware Memorial Bridge into New Jersey.
And even after you've crawled through their turnpike and handed them your toll, the citizens of Delaware still haven't finished with you. There's still a $3 fare for the Delaware Memorial Bridge, which is run jointly by Delaware and New Jersey and whose proceeds--which far outstrip the bridge's maintenance costs--benefit both states about equally.
The fare is three dollars. That's true. But, it's not imposed when travelling from Delaware to New Jersey. The toll only applies on the trip from New Jersey to Delaware. (And, yes, there are problems with the federally authorized agency that administrates the tolls across the river. Prosecutors and other investigators are looking at those carefully)

The more I think about the article written by Jonathan Chait the more I realize that perhaps I should stop here, ending this particular race to the bottom.


 
fear of fear itself

A frighteningly true glimpse into the mental state of attorneys, what we are stressed about (everything), and why. Wouldn't it be nice to be a drone?


 
sex.com

The owner of the web site sex.com lost the site when fraudulent tactics were used to transfer the site's name. A lawsuit awarded $65 million to the original owner. The appeal in the sex.com case is looking at the role that Verisign might have had when the domain's name was illegally taken. The case had included an action against Verisign, which was dismissed, with the judge "saying the company had no legal responsibility to screen all the transactions for fraud."


 
new republic kicks delaware hard

New Republic author Jonathan Chait doesn't seem to like Delaware much. Calling it the "enemy within," he fills the August 19th cover story of the New Republic with vitriolic musings over the history and practices of the First State. From the "contents" page of the New Republic's site:
Rogue State by Jonathan Chait
From its rapacious toll-collecting to its bottom-feeding corporate laws to its disreputable past, Delaware consistently undermines the national interest for its own selfish ends. A guide to America's enemy within.
I guess you're on to us Jonathan. And we had such hopes of taking over the rest of the nation.


Tuesday, August 13, 2002

 
aba's new president elect

Congratulations Dennis Archer.
Dennis Archer, a past Michigan Supreme Court justice and two-term mayor of Detroit, was elevated to president-elect of the 408,000-member association. He pledged to emphasize diversity in the group, which is still mainly white 60 years after a ban on black members was lifted.
Mr. Archer will take over as President of the organization in 2003.


 
domain names

According to this article, domain names have become a buyers market. That's good to hear. A friend and I have been brainstorming for a name for a business that he wants to start, for the last month or so. He's come up with a number of names, and given up on many of those. Finding a name for a company is not an easy thing to do. I've convinced him that a business name should avoid being too generic and should be easy for people to remember. If the name isn't hard to spell, that's a plus also. A name can give someone a sense of the type of services that the company performs, or give them a certain impression about the business.

We've been checking with the Delaware Division of Corporations, and looking at the US Patent and Trademark Office, to try to avoid using some other company's name. We've also been looking at the availability of a domain name. I offered one suggestion, and checked to see if the domain name was available. It was taken, but on the site's front page was an offer to sell the name for $25,000.00!

So, it's good to hear that domain name speculators are finding other targets, and the possibility of having to pay a sum like that for a small business may be getting less and less everyday. The Anticybersquatting Consumer Protection Act has helped to reduce the demand for domain names, and people are letting names lapse without renewal. My friend is hoping to spend around $15.00 to $30.00 for his domain name. We're both hoping that Brad Templeton was indeed joking when he came up with the name for www.all-the-other-names-were-taken.com.


Monday, August 12, 2002

 
becoming a dinosaur hunter

Walking-talking billboards. That's what Acclaim Entertainment envisions in their latest marketing scheme. Five people willing to legally change every form of identity they possess for one year in exchange for a game console, a large supply of video games, and 785 dollars. And, of course, the notoriety of being "Turock, the Dinosaur Hunter."

The "tagline" of the official My Name is Turok web site is "Your identity is your most valuable asset -- spend it wisely." More on identity marketing from Acclaim Entertainment. I hope that this type of marketing doesn't become a common practice.


 
eldercare awareness conference

I've been watching the local newspaper, the Wilmington News Journal become slowly used to the fact that they have a web site. Yesterday's hard copy sports section mentioned that the Phillies game ended too late for the paper to carry the final Phillies' score, and that people should visit the paper's website for "complete" coverage. I hadn't seen them do that before.

They have also been starting to include links to other sites in sidebars on the web site. I've noticed links to pages within their own site, but it seemed to me that they were hesitant about including links that would take people off their pages. It seems like the idea has begun to sink in that people will return if they offer good quality information and updated material.

A feature in today's News Journal is about when parents move in with their grown children. The focus of the article is to let us know that an eldercare awareness conference for caregivers, and their employers will be held at on November 6th, at the Hotel Dupont, 11th and Market Streets. The list of speakers and topics looks interesting. The conference is not just for caregivers. It's also aimed at human resource personnel and business policy makers.

Like I said, this is one of the first articles where I noticed the paper actively pointing towards a web site outside of their own pages. They also provide a number of links to other "resources for caregivers" outside of the delawareonline.com domain.








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