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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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
Jul
14
2017
Under Delaware Law, the Occurrence of Alleged Illegal Conduct at a Company Is Not Enough to Plead Demand Futility Sufficient to Give Stockholders Standing to Sue Derivatively Sheppard, Mullin, Richter & Hampton LLP
Jul
12
2021
The “State” of Telehealth: Delaware Expands Access to Telehealth Sheppard, Mullin, Richter & Hampton LLP
Mar
9
2011
Delaware Court Enjoins Merger Vote Citing Conflicts of Interest of Financial Advisor Sheppard, Mullin, Richter & Hampton LLP
Feb
25
2014
Delaware Chancery Court Declines to Apply Offer-of-Judgment Rule in Appraisal Proceedings Sheppard, Mullin, Richter & Hampton LLP
Jul
20
2020
Delaware Supreme Court Affirms Appraisal Award Using Corporation’s Unaffected Market Price As Fair Value Sheppard, Mullin, Richter & Hampton LLP
Mar
3
2021
Patent Infringement Pleading Standards Remain Unsettled Five Years After the Abrogation of Form 18 – Part 2: Pleading Standards in Delaware Sheppard, Mullin, Richter & Hampton LLP
Jun
29
2023
Buyer Beware: Delaware Courts Continue to Refuse to Enforce Deal-Based Non-Competes Sheppard, Mullin, Richter & Hampton LLP
Jan
9
2024
Current Status of US State Privacy Law Deluge: It’s 2024, Do You Know Where Your Privacy Program’s At? Sheppard, Mullin, Richter & Hampton LLP
Apr
15
2011
Sixth Circuit Reverses Dismissal of a Shareholder Derivative Action Based Upon the Lack of Independence of the Special Litigation Committee Sheppard, Mullin, Richter & Hampton LLP
Jul
22
2014
Delaware Court of Chancery Rejects Indemnification Slight of Hand Sheppard, Mullin, Richter & Hampton LLP
Jun
27
2017
Taking Stock of the “Blockchain Amendments” to the Delaware General Corporation Law Sheppard, Mullin, Richter & Hampton LLP
Jan
14
2019
Delaware Court of Chancery Declares Ineffective Exclusive Federal Forum Provision for 1933 Act Claims Sheppard, Mullin, Richter & Hampton LLP
Nov
19
2019
Delaware Court of Chancery Holds that a Stockholder’s Disagreement with a Board’s Business Judgment and Intent to Pursue a Proxy Contest is Not a “Proper Purpose” for a Section 220 Demand Sheppard, Mullin, Richter & Hampton LLP
Sep
9
2020
Delaware Court of Chancery Clarifies that Management Cannot Unilaterally Curtail a Director’s Access to Corporation’s Privileged Information Sheppard, Mullin, Richter & Hampton LLP
Aug
12
2022
Delaware Supreme Court Holds Novel Pre-Closing Dividend Transaction Structure Does Not Thwart Appraisal Remedy Sheppard, Mullin, Richter & Hampton LLP
Jan
9
2024
The Comprehensive Privacy Law Deluge: Record-Keeping and Related Requirements Sheppard, Mullin, Richter & Hampton LLP
Oct
2
2023
The Comprehensive Privacy Law Deluge: Impact on Loyalty Programs Sheppard, Mullin, Richter & Hampton LLP
Jun
11
2011
Delaware Chancery Court Considers Whether a Reverse Triangular Merger Constitutes an Assignment by Operation of Law Sheppard, Mullin, Richter & Hampton LLP
Oct
27
2014
Delaware Court of Chancery Rejects Contemporaneous Ownership Requirement For Creditors Asserting Derivative Claims Sheppard, Mullin, Richter & Hampton LLP
Sep
2
2016
Delaware Court of Chancery Addresses the “Cleansing Effect” of Stockholder Approval In Post-Closing M&A Damages Actions Sheppard, Mullin, Richter & Hampton LLP
Jun
5
2018
California Court of Appeal Enforces Delaware Forum Selection Clause Contained in Certificate of Incorporation Sheppard, Mullin, Richter & Hampton LLP
Jun
17
2021
Delaware Court of Chancery Decision Provides Guidance on M&A Earnouts Sheppard, Mullin, Richter & Hampton LLP
Dec
8
2023
CFPB Settles Claims Against Operator of Training Program for Activities Arising out of Income Share Agreements Sheppard, Mullin, Richter & Hampton LLP
May
19
2015
Delaware Supreme Court Holds That a Stockholder Plaintiff Must Plead a Non-Exculpated Claim to Avoid Section 102(b)(7)-Based Dismissal When Seeking Damages From Independent and Disinterested Directors Sheppard, Mullin, Richter & Hampton LLP
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
Feb
22
2017
Delaware Court Affirms Utility of Non-Reliance Clause in Dismissing Fraud Claim Sheppard, Mullin, Richter & Hampton LLP
Sep
28
2021
Biden Officials Request Comments on Challenges Facing Key Sectoral Supply Chain Disputes Sheppard, Mullin, Richter & Hampton LLP
Feb
28
2024
Delaware Corporations Must Employ Procedural Safeguards When Approving a Reincorporation that Could Benefit a Controlling Stockholder to Avoid Entire Fairness Standard of Review Sheppard, Mullin, Richter & Hampton LLP
Jul
8
2011
Delaware Supreme Court Holds That Insider Trading Claims Alleging Misuse of Confidential Corporate Information Need Not Show Injury To the Corporation Sheppard, Mullin, Richter & Hampton LLP
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
Oct
1
2021
Delaware Supreme Court Holds that Equity Dilution and Expropriation Claims May Only Be Brought Derivatively, Overruling Prior Precedent Sheppard, Mullin, Richter & Hampton LLP
Sep
13
2023
State Comprehensive Privacy Laws – The “First State” Officially Becomes the Thirteenth State with a Comprehensive Data Privacy Law Sheppard, Mullin, Richter & Hampton LLP
Mar
11
2013
Protecting Yourself Against Changes in Contractual Counterparties Michael Best & Friedrich LLP
Apr
23
2014
Delaware Increases Annual Franchise Taxes Michael Best & Friedrich LLP
 

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