Delaware

Delaware is the first US-state, and was admitted for statehood on December 7, 1878. The state is among the smallest both by population and land-area mass, and it is divided into only three counties. The capital city, Dover is the second most populous in the state, falling behind Wilmington.

The state government of Delaware was put in place by the fourth and current constitution of the state which was adopted in 1897.  This document divided the government of the state into three branches: executive, judicial and legislative branches.

The Executive branch consists of the Governor and the Lieutenant Governor.  The Legislative Branch is the Delaware General Assembly, with a 41 seat House of Representatives and a Senate with 21 seats.  The assembly is based in Dover, with two-year terms and four-year terms, respectively.  A considerable power of the Assembly is to approve nominees appointed by the governor, and the governor gives a “state of the state” speech to the assembly each year.

The Judicial Branch consists of seven courts.  The Delaware Supreme Court is the state’s highest court, the Delaware Superior court handles trial cases of general jurisdiction and the Delaware Court of Common pleas has a limited jurisdiction of some civil and criminal matters.  The Family Court handles domestic and custody matters, and the Justice of the Peace Courts and Aldermen's Courts handle minor matters.  Additionally, the  the Third Circuit Court of Appeals has jurisdiction over Delaware.

The Delaware Court of Chancery is one of the few remaining chancery courts in the country, and it handles corporate disputes related to mergers & acquisitions, stockholder disputes, and board of directors and corporate officers.  This court uses the  Delaware General Corporation Law to inform its decisions, creating a business friendly environment for corporations. Many companies, including 60% of the companies traded on the New York Stock Exchange, are incorporated in Delaware. 

In addition to a diverse number of cases which go through the Court of Chancery, The National Law Review covers several other legal cases and disputes in the state. Tax matters, shareholder actions, bankruptcy disputes, litigation and appeals. Cases including online-driven ‘blockchain’ technologies, unclaimed property disputes, compensation history and employment law matters, and general information about administrative agencies and the government are all found on The National Law Review’s website.

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Nov
3
2021
As the Battle over the Universata Acquisition Rages, the Chancery Court Finds that the Appropriate Standard of Review Regarding Actions of a Stockholders’ Representative is “Subjective Good Faith” K&L Gates
Apr
27
2021
Chancery Court Finds that Although Alleged Disclosure Deficiency Prevents Application of Corwin, It Is Insufficient to Reasonably Imply Breach of the Duty of Loyalty K&L Gates
Jan
24
2020
Court of Chancery Expands Stockholder Right to Corporate Books and Records McDermott Will & Emery
Dec
12
2016
Delaware Chancery Court Grants Fee and Expense Award in Dell Appraisal Case K&L Gates
Dec
21
2019
Delaware Court of Chancery Holds That Third-Party Stockholder Has Standing to Enforce Anti-Takeover Protections K&L Gates
Jul
20
2013
Delaware Court of Chancery Upholds Facial Validity of Exclusive Forum Bylaws Adopted Unilaterally Greenberg Traurig, LLP
Mar
19
2014
Delaware Supreme Court Affirms that Controller Buyouts Can be Reviewed under the Business Judgment Rule If They Are Conditioned Up Front on Dual Approval Safeguards Greenberg Traurig, LLP
Jan
28
2011
Delaware Supreme Court Holds That Chancery Court Is Not Bound By Merger Price Or Fairness Opinion In Appraisal Proceedings Under Delaware General Corporate Law Section 262(h) Sheppard, Mullin, Richter & Hampton LLP
Oct
22
2019
Failure to Make Demand on Board Prior to Commencing Derivative Action not Excused When Plaintiff Did Not Demonstrate That Demand Would Have Been Futile Because Directors Acted in Bad Faith by Knowingly Breaching Oversight Responsibilities K&L Gates
Nov
13
2019
Former Derivative Plaintiff Lacks Standing to Pursue Direct Claims Against General Partner K&L Gates
Oct
28
2021
Lawyer and Witness? Not so fast. Chancery Warns Trial Counsel That His Plan To Testify Flouts Ethical Rules K&L Gates
Jan
8
2020
Out of the Money: Breach of Fiduciary Duty Claim Survives Motion to Dismiss When the Board Approved an Asset Sale That Left no Consideration for the Common Unitholders K&L Gates
Jan
11
2020
Partnership Agreement May Provide Grounds for Relief in Case Involving Drop in Unit Price Following Disclosure of General Partner’s Intent to Exercise Call Right K&L Gates
Mar
16
2020
Request for Attorneys’ Fees Denied Under Corporate Benefit Doctrine K&L Gates
Oct
18
2019
Waiver of Appraisal Rights in a Stockholder Agreement is Enforceable Under Delaware Law K&L Gates
Jun
21
2021
Weekly Bankruptcy Alert - June 20, 2021 Pierce Atwood LLP
Dec
15
2021
"Disinterested" May Be Pretermitted In Delaware But Not In California Allen Matkins Leck Gamble Mallory & Natsis LLP
Apr
24
2020
"Fuss" Majeure: Lessons from the Early Outbreak of Covid v. Contract Cases Mintz
Jan
25
2023
"The Horror! The Horror!" - Scholars Accuse Twitter Directors Of Putting Stockholders First! Allen Matkins Leck Gamble Mallory & Natsis LLP
Aug
16
2016
$3 Million Spoliation Sanction Despite Company’s Litigation Hold Foley & Lardner LLP
Apr
12
2022
17 Law Professors File Amicus Brief Assailing Corporate Democracy Allen Matkins Leck Gamble Mallory & Natsis LLP
Aug
28
2013
2013 Amendments to the Delaware General Corporation Law Greenberg Traurig, LLP
Aug
19
2016
2016 Amendments to Delaware General Corporation Law Highlight Two-Step Mergers and Appraisal Rights Katten
Sep
8
2017
2017 Amendments to the Delaware General Corporation Law Katten
Jan
9
2018
2017 Year in Review: Corporate Governance Litigation & Regulation Cadwalader, Wickersham & Taft LLP
Sep
24
2020
2020 Amendments to the General Corporation Law of the State of Delaware Greenberg Traurig, LLP
Aug
3
2021
2021 Amendments to Delaware Entity Statutes McDermott Will & Emery
Jan
19
2022
2021 Delaware Corporate Law Year in Review - Part 1 of 3 Greenberg Traurig, LLP
Jan
19
2022
2021 Delaware Corporate Law Year in Review - Part 2 of 3 Greenberg Traurig, LLP
Jan
19
2022
2021 Delaware Corporate Law Year in Review - Part 3 of 3 Greenberg Traurig, LLP
Jan
29
2023
2022 Delaware Corporate Law Year in Review Greenberg Traurig, LLP
Sep
5
2015
363 Sale Denied because Secured Creditor not Paid in Full from Proceeds Mintz
Aug
25
2014
9th Circuit Rules LLC Form Provided No Fiduciary Shield To Personal Jurisdiction Allen Matkins Leck Gamble Mallory & Natsis LLP
Dec
18
2014
9th Circuit Upholds Issue Preclusion In Subsequent Derivative Suit Allen Matkins Leck Gamble Mallory & Natsis LLP
Jul
8
2019
A 24% Stockholder of Seller and Seller’s Board Must Face Fiduciary Duty Claims Due to Flawed Sales Process and Inadequate Merger-related Disclosures: Another Merger Challenge Demonstrates the Limits of Corwin Cadwalader, Wickersham & Taft LLP
 

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