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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Jan
17
2019
Delaware Chancery Court Holds Corporations Cannot Enact Federal Forum Provisions To Bypass Cyan and Preclude State Courts from Hearing Securities Act Claims Mintz
May
11
2017
Delaware Chancery Court Holds Corwin Prevents Claims Where Deal Protection Measures Are Reasonable K&L Gates
May
14
2015
Delaware Chancery Court Holds Director Equity Awards Issued Under a Stockholder-Approved Plan Subject to Review under the Entire Fairness Standard Hunton Andrews Kurth
Jun
27
2017
Delaware Chancery Court Holds More than Red Flags Required to Allege Demand Futility in Derivative Suit K&L Gates
Apr
19
2017
Delaware Chancery Court Holds Stockholder Vote on Merger Was Neither Fully-Informed Nor Uncoerced K&L Gates
May
26
2015
Delaware Chancery Court Holds that Creditor Plaintiffs in Derivative Suits May Satisfy Standing Requirement by Showing Corporation’s Insolvency at Time of Suit, Regardless of Later Solvency Sheppard, Mullin, Richter & Hampton LLP
Dec
15
2023
Delaware Chancery Court Holds that High Standard for Oversight Liability Applies to Corporate Officers Proskauer Rose LLP
Apr
21
2017
Delaware Chancery Court Holds That Stockholder Vote on Merger Was Neither Fully-Informed nor Uncoerced K&L Gates
Jan
5
2016
Delaware Chancery Court Invalidates Charter and Bylaw Provisions Allowing Only For Cause Removal of Directors Where Board is Not Classified Cadwalader, Wickersham & Taft LLP
Jan
26
2023
Delaware Chancery Court Invalidates Forfeiture-for-Competition Provision in Partnership Agreement Proskauer Rose LLP
Apr
5
2017
Delaware Chancery Court Issues Declaratory Judgement Regarding Board and Member Actions Taken in Contravention of Corporation's Bylaws K&L Gates
Jan
31
2023
Delaware Chancery Court Issues Delman Decision Potentially Increasing Scrutiny of the Actions of SPAC Sponsors and Boards Katten
Dec
21
2016
Delaware Chancery Court Lacks Personal Jurisdiction Under LLC Act's Implied Consent Provision Unless Defendant Has "Control" or "Decision-Making" Capability K&L Gates
Oct
12
2018
Delaware Chancery Court Makes Groundbreaking “Material Adverse Effect” Finding Allowing Buyer To Terminate Merger Agreement K&L Gates
Aug
28
2018
Delaware Chancery Court Orders Venture Capital Firm To Increase Terminated LLC Member’s Payout In Post-Trial Opinion Cadwalader, Wickersham & Taft LLP
Oct
15
2020
Delaware Chancery Court Parses Valuation Methods in Battle of the Experts K&L Gates
Nov
22
2013
Delaware Chancery Court Permits Shareholder to Bring Fiduciary Claim for Board’s Violation of a Stock Incentive Plan Katten
Feb
21
2011
Delaware Chancery Court Provides Further Clarification as to When the "Entire Fairness" Standard of Review is Appropriate and How It Will Be Applied Sheppard, Mullin, Richter & Hampton LLP
Sep
18
2014
Delaware Chancery Court Provides Further Support for Forum Selection Bylaws Hunton Andrews Kurth
Sep
24
2015
Delaware Chancery Court Provides Important Guidance on Going-Private Transactions; Awards $148 Million Dollars in Damages ArentFox Schiff LLP
Jun
5
2019
Delaware Chancery Court Provides Useful Guidance for Protecting Pre-Merger Privileges in Post-Closing Litigation Between Buyers and Sellers Sheppard, Mullin, Richter & Hampton LLP
Mar
22
2017
Delaware Chancery Court Reaffirms Liberal Interpretation of Mandatory Indemnification Statute, Grant Summary Judgement in Favor of Former CFO K&L Gates
May
28
2021
Delaware Chancery Court Reaffirms Need for Factual Particularity in Assessing Demand Futility and Granted Defendants’ Motion to Dismiss K&L Gates
Dec
20
2016
Delaware Chancery Court Refers Issues of Arbitrability to Arbitrator in Officer indemnification and Advancement Dispute K&L Gates
Jun
29
2023
Delaware Chancery Court Rejects Books/Records Suit Against Disney Relating to “Don’t Say Gay” Legislation Proskauer Rose LLP
Dec
21
2018
Delaware Chancery Court Rejects Fraud-Based and Uncapped Indemnification Claims of Great Hill Partners against the Founders of Plimus K&L Gates
Jun
9
2016
Delaware Chancery Court Rejects Management Buyout Merger Price as Best Evidence of Fair Value in Appraisal Proceeding Sheppard, Mullin, Richter & Hampton LLP
Aug
15
2017
Delaware Chancery Court Ruling on Post-Spill Access to Records Highlights Importance of Corporate Safety Culture Van Ness Feldman LLP
Jan
13
2022
Delaware Chancery Court Signals Heightened Scrutiny of SPAC Boards and Sponsors Cadwalader, Wickersham & Taft LLP
Dec
16
2012
Delaware Chancery Court Strengthens First-Filed Action Rule Katten
Jul
20
2018
Delaware Chancery Court Strictly Construes Appraisal Statute to Deny Stockholders Appraisal Rights in a Reverse Triangular Merger Sheppard, Mullin, Richter & Hampton LLP
Apr
27
2017
Delaware Chancery Court’s Columbia Pipeline and Saba Software Decisions: Lessons beyond Corwin Cadwalader, Wickersham & Taft LLP
Feb
26
2019
Delaware Chancery Declines Post-Filing Use of Section 220 Books and Records Inspection Request Proskauer Rose LLP
Apr
7
2020
Delaware Chancery Holds Early Committee Appointment Necessary to Cleanse Conflict from Corporate Transactions Proskauer Rose LLP
Aug
10
2018
Delaware Chancery Reiterates Directors’ Right to Access Corporation Information Katten
 

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