AI, Delaware’s Challenge, and $8 Billion in Lessons  

Nearly 250 legal professionals logged on for this year’s Dan K. Moore Program in Ethics and spent four hours confronting an uncomfortable reality: artificial intelligence is transforming how lawyers work, state competition is challenging where companies incorporate, and both shifts are creating professional responsibility and malpractice risks most firms haven’t anticipated. 

Professors Lissa Broome, Caleb Griffin, and Tom Hazen organized the program for UNC School of Law’s Center for Banking and Finance. The lineup delivered: Big Law innovation officers, general counsels from major corporations, Delaware corporate specialists, reformers from Nevada and Texas, and a risk management expert with two decades of claims data. 

Bill Garcia, Chief Practice Innovation Officer at Thompson Hine, opened the AI discussion by rejecting the premise that this is about technology. The real challenge is managing change across an entire organization and buying or building the appropriate tools.  

Ted Claypoole, leader of the IP Transactions and Fintech Teams at Womble Bond Dickinson, put a name on what’s happening: the inversion of the 80/20 rule. Lawyers have always spent most of their time hunting for information and a sliver of time thinking about what it means. AI can reverse that ratio and increase the proportion of a lawyer’s time spent in analysis.  

Pat Brown ’86, EVP and Chief Legal Officer at SAS articulated the client perspective. Her team encourages outside firms to adopt AI and work more efficiently, but those investments shouldn’t translate to higher bills passed on to clients. When productivity tools let firms serve more clients, she expects the savings to flow to clients, not appear as new charges. Brett Denton ’93, EVP and Chief Legal Officer at Atrium Health, took this further. His organization already uses AI to manage risk across 81 hospitals and handle contracts with 30,000 vendors. Much of what firms used to bill for, his team now does internally. 

That same scrutiny of costs and traditional assumptions extends to decisions on where companies incorporate. Are the reincorporations of Tesla, SpaceX, Coinbase, and Fidelity isolated decisions or part of a larger movement?  Corporations and their counsel are examining assumptions that have held for decades and exploring corporate charter options. 

Delaware’s Brad Davey, Potter Anderson & Corron LLP, and Kyle Pinder, Morris, Nichols, Arsht & Tunnel LLP,  walked through their state’s 2025 statutory amendments responding to concerns about litigation costs and legal uncertainty. Dean emeritus Martin Brinkley ’92 voiced what many wondered: how does any challenger replicate the Chancery Court’s accumulated expertise? 

Ben Edwards, Professor of Law at the William S. Boyd School of Law at UNLV, discussed some of the benefits of Nevada’s structure, including lower costs and greater protection of directors. Edwards, the Delaware attorneys, and Texas lawyers — Robert Ritchie, Vinson & Elkins LLP, and Bryn Sappington, Norton Rose Fulbright US LLP – pitched the in-house attorneys on why they should consider their state for incorporation. The give and take demonstrated the complexities associated with a decision to change the state of incorporation.   

When the program polled attendees before and after the pitches about which of the three states was best for incorporation, Delaware gained support, rising from 75% to 81%. Nevada gained support, moving to second place, while Texas had a small decline.  

Jenny Finnegan, Managing Director on the loss prevention team of the Professional Services Practice at AON, closed by connecting these changes to risk. Her database covers 13,000 malpractice claims over 20 years that totaled $8.1 billion of ground up payments (indemnity payments plus defense costs). Corporate and transactional work accounted for $3.2 billion of that cost. She walked through scenarios involving dishonest clients and conflicts of interest, including in closely-held companies and joint representations. Finnegan emphasized the importance of clear communications with the client that document the lawyer’s advice.   

As firms adopt new tools and clients consider new jurisdictions, the old disciplines matter more than ever. The Dan K. Moore Program made that connection clear across four hours that felt less like standard CLE and more like a reckoning.