Brief Comparison of Some Aspects of Delaware and Pennsylvania

First a few words on relevance: This blog summarizes and comments on key corporate and commercial decisions from the Delaware Courts, primarily from Delaware’s Supreme Court and Court of Chancery. So, why a comparison with some aspects of Pennsylvania? One reason is that a comparison is a recognized method to help one understand any subject.

Next, a few facts. Delaware has fewer than one million residents. Its neighbor to the north has nearly 13 million residents. The Diamond State, also called the First State, has 62 members of its General Assembly, with 21 senators. The Keystone State has 253 members of its legislature, with 50 senators. So, based only on those numbers, one can easily observe how, as a matter of logistics, the smaller number of residents and legislators may make it more logistically simpler to “get all the key players in one room” to make a deal. Merely for logistical reasons, one would need a larger room to gather all or most of the key players in the state that bears William Penn’s name. Delaware’s governor appoints judges, with the consent of the Senate. In Pennsylvania, all judges are elected. Delaware’s Supreme Court and Court of Chancery each have 5 jurists that have statewide jurisdiction over all of Delaware’s three counties. Pennsylvania’s 67 counties each have their own trial court of general jurisdiction. Pennsylvania has an intermediate appellate court. Delaware does not.  The First State updates its corporate statutes virtually every year. The Keystone State: not as often. (One reason for the difference may be that it is easier to have the relatively small number of bar leaders and legislative leaders agree each year on the amendments to the Delaware corporate statute because there are fewer people that need to “sign off” on a new law). In PA, there are over 90,000 lawyers. In the Diamond State, there only about 3,000 practicing lawyers, and a much smaller fraction of that number who are engaged in the private practice of corporate law, and only a handful who work with the legislature to update the Delaware corporate statute annually.

The spark that led me to what I hope will not be a much longer post, is an annual event in New York City, that takes place in early December from Friday through Sunday, and is filled with receptions and dinners and events for the business and political leaders of the Keystone State, and is collectively referred to as The Pennsylvania Society weekend. This Sunday concludes this year’s encore, as reported in the Philadelphia Inquirer. It started in the late 1800s with the likes of magnates Carnegie and Mellon who were in Manhattan on business and decided to invite all their political and business friends back home in Pennsylvania to the Big Apple for a Christmas Party. The tradition has continued now for over 100 years, with the main events being held at the Waldorf Astoria Hotel, which is basically taken over by Pennsylvanians for the weekend as are nearby hotels and venues, with receptions and dinners and related events. Invitation-only events are hosted by leading companies, unions, law firms and politicians.

By comparison, Delaware often has events throughout the year where the First State’s political, legal and business elites come together, but the sum total of all those top figures might not be numerous enought to fill the sprawling expanse of the Waldorf Astoria, let alone the many other hotels and venues that are booked on that weekend at the beginning of each December to continue a method of doing business that was started by Pennsylvania industrialists in another era. It also remains less likely that the Delaware culture would lend itself to an weekend-long extravaganza in New York City where the elite from the state’s political, business and legal communities gather. Geography may also play a part. It takes about seven hours to drive from the western edge of PA to its eastern boundary. It takes less than two hours to drive between Delaware’s farthest points. That makes it easier for all of Delaware’s key leaders to get together on a logistical level.

Culturally, when one compares the Capitol Building in Harrisburg with Legislative Hall in Dover, the architecture is one’s first clue that there is a difference in style. The home of Delaware’s legislature is similar in style to the old colonial Williamsburg look. The home of legislators in Harrisburg is replete with white marble, polished brass, murals, and a soaring rotunda many stories high modeled after the Paris Opera House, but also reminiscent of the Vatican. Below is a view of the chamber of the PA Senate and a view of the chamber of the First State’s Senate.

Senate Chamber