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
6
2023
Delaware Court of Chancery Determines that Corporate Officers Owe Duty of Oversight: Practical Considerations Greenberg Traurig, LLP
Dec
21
2019
Delaware Court of Chancery Denies Plaintiff’s Request for Declaration of Status as Majority Stockholder, Sole Director, and Chief Executive Officer K&L Gates
Nov
20
2019
Delaware Court of Chancery Denies Plaintiff's Request for Declaration of Status as Majority Stockholders, Sole Director, and Chief Executive Officer K&L Gates
Nov
3
2020
Delaware Court of Chancery Denies Motions to Dismiss Claims Alleging Breaches of Fiduciary Duty in Alleged Controlling Stockholder Tender Offer K&L Gates
Mar
5
2021
Delaware Court of Chancery Denies Motions to Dismiss Claims Alleging Breach of Contract K&L Gates
Apr
17
2020
Delaware Court of Chancery Denies Italian Citizen's Motion to Dismiss K&L Gates
Mar
21
2017
Delaware Court of Chancery Denies Cross-Motions for Partial Summary Judgement Pending Further Factual Development in Delaware Master Limited Partnership Unitholder Litigation K&L Gates
Jan
14
2019
Delaware Court of Chancery Declares Ineffective Exclusive Federal Forum Provision for 1933 Act Claims Sheppard, Mullin, Richter & Hampton LLP
Jun
17
2021
Delaware Court of Chancery Decision Provides Guidance on M&A Earnouts Sheppard, Mullin, Richter & Hampton LLP
Sep
6
2019
Delaware Court of Chancery Confirms Market-Based Factors Constitute the Best Indicators of Fair Value Cadwalader, Wickersham & Taft 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
Mar
7
2017
Delaware Court of Chancery Approves Modifying Merger-Related Class Action Settlement to Distribute Proceeds to Record Stockholders through DTC K&L Gates
Jun
23
2013
Delaware Court of Chancery Appoints Receiver to Ensure Stockholders’ Meeting Katten
Aug
18
2020
Delaware Court of Chancery Applies the Internal Affairs Doctrine to Deny Stockholder Inspection Rights Under a Foreign State’s Law Sheppard, Mullin, Richter & Hampton LLP
Apr
14
2020
Delaware Court of Chancery Applies Narrow Arbitration Provision in Member Dispute; Stays Claims Pending Arbitration K&L Gates
Feb
20
2014
Delaware Court of Chancery Applies Implied Covenant of Good Faith and Fair Dealing to Prohibit An Acquiring Entity From Diverting Revenues to Depress Payouts Under a Contingent Purchase Price Provision Sheppard, Mullin, Richter & Hampton LLP
Jun
20
2014
Delaware Court of Chancery Applies Entire Fairness Standard to Going-Private Transaction with a Controlling Stockholder Negotiated by Special Committee and Approved by a Majority of the Minority Stockholders Katten
Sep
4
2019
Delaware Court of Chancery Applies Entire Fairness Review in Finding That Controlling Stockholders and Special Committee Members Breached Fiduciary Duties to Target Stockholders K&L Gates
Feb
10
2013
Delaware Court of Chancery Analyzes Damages Claims in Failed Asset Sale Katten
Sep
4
2019
Delaware Court of Chancery Allows Stockholder’s Derivative Claim to Proceed Against Alleged Controlling Stockholder Under Entire Fairness Standard of Review K&L Gates
Oct
7
2019
Delaware Court of Chancery Allows Stockholder to Inspect Books and Records over Defendant Corporation’s Objections K&L Gates
Mar
1
2021
Delaware Court of Chancery Allows Merger-Based Breach of Fiduciary Duty Claims to Proceed Against Target Company CEO, Financial Advisor, and Acquirer Stemming from Sale of Presidio, Inc. Cadwalader, Wickersham & Taft LLP
Mar
10
2020
Delaware Court Of Chancery Allows Direct Claims For Breach Of Contract And Fraud To Proceed, Even After Dismissing Related Derivative Claims K&L Gates
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
Apr
29
2020
Delaware Court of Chancery Addresses Pleading ‘With Particularity’ Under Rule 23.1 Sheppard, Mullin, Richter & Hampton LLP
Mar
26
2013
Delaware Court of Chancery Addresses Director's Duties In Connection With Change of Control Put Provisions Bracewell LLP
Jan
4
2014
Delaware Court Limits Section 220(d) Books and Records Inspections to Current Directors Katten
Aug
29
2017
Delaware Court Holds that Trademark License Cannot be Assigned Without Consent Mintz
Sep
29
2015
Delaware Court Holds Interested Directors Liable for "Fairer Price" In Going Private Transaction Bracewell LLP
Apr
25
2014
Delaware Court Holds Clickwrap Agreements Enforceable Katten
Dec
10
2018
Delaware Court Grapples With Enforcement of Choice of Law Provisions in Restrictive Covenant Agreements Jackson Lewis P.C.
Feb
28
2015
Delaware Court Grants Petition to Dissolve Joint Ventures Katten
Oct
3
2018
Delaware Court Finds “Material Adverse Effect” Allows Buyer to Terminate Merger Agreement: Akorn, Inc. v. Fresenius Kabi AG Mintz
Mar
23
2016
Delaware Court Finds Plaintiffs Are Not Privies Allen Matkins Leck Gamble Mallory & Natsis LLP
Mar
16
2023
Delaware Court Finds Corporate Officers Have Duty of Oversight and Sexual Harassment Can Be a Breach of the Duty of Loyalty K&L Gates
 

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