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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Apr
25
2017
Pay Attention to Bylaws When Taking Corporate Actions Murtha Cullina
Sep
12
2017
Should You Mediate Your Family-Owned Business Dispute? Murtha Cullina
Jan
17
2017
Family Businesses Should Carefully Consider Indemnification and Advancement Obligations Included In Limited Liability Company Operating Agreements Murtha Cullina
May
13
2020
Distressed Property and the Delaware Statutory Trust Structure: What New Capital Sources Need to Consider Polsinelli PC
Jul
13
2020
Delaware Supreme Court Upholds Exclusive Federal Forum Selection Provisions Polsinelli PC
Nov
15
2021
Multistate Regulatory Action a Significant Reminder that Insurers Must Only Conduct Business with Licensed TPAs Polsinelli PC
Apr
21
2016
Delaware Supreme Court: No General Jurisdiction Over Non-Delaware Businesses Simply by Virtue of Registering to Do Business in Delaware Polsinelli PC
Mar
23
2016
Assessing New Risks in Letters of Intent: Delaware Supreme Court Creates Increased Exposure by Recognizing a Duty to Negotiate in Good Faith Polsinelli PC
Jan
3
2024
DCGL Amendment May Breathe New Life Into Zombie Companies Polsinelli PC
Sep
26
2019
Bankruptcy Court Stops Medicare from Recouping Monies Owed by Provider Polsinelli PC
Jan
4
2024
Understanding How the Corporate Transparency Act Will Apply to the Delaware Statutory Trust Structure Polsinelli PC
Mar
2
2023
Delaware Court of Chancery Establishes Duty of Oversight Extends to Officers Polsinelli PC
Feb
29
2016
Delaware Court of Chancery to Increase Scrutiny of Disclosure Settlements Polsinelli PC
Dec
15
2017
Delaware Court of Chancery Rejects Lawyer-Driven Stockholder Books and Records Demand in Wilkinson v. Schulman Polsinelli PC
Dec
11
2023
State and Local Hourly Minimum Wage Rate Increases are “Coming to Town” on January 1, 2024 Polsinelli PC
May
31
2019
Delaware Court of Chancery Underscores Importance of Contracting Ahead of Time to Preserve the Seller's Attorney-Client Privilege in Post-Merger Litigation Polsinelli PC
Jan
18
2019
Employers Take Note: Minimum Wages Increase in States Across the Country Polsinelli PC
Jul
3
2019
Disclosures Still Important: Delaware Court of Chancery Assesses Adequacy of Proxy Disclosures in Rejecting Pleading-Stage Application of Corwin Defense Polsinelli PC
Sep
14
2023
Understanding Why More Non-Traded REITs and Real Estate Funds Are Adopting a DST Structure as Part of a Capital Raise Polsinelli PC
Jan
16
2020
Delaware Health System Wins Summary Judgment Against Physician Terminated from Medical Staff: Talley v. Christiana Care Health System Polsinelli PC
Jan
22
2020
States’ Data Breach Notification Statute Amendments in Quarters 3-4 of 2019 Polsinelli PC
Jul
30
2021
Different Committee, Different Scope: Delaware Court Holds Credentials Committee Documents May Be Subject to Discovery Polsinelli PC
Mar
21
2016
Delaware Bankruptcy Court Rules TCEH First Lien Distributions Governed by Bankruptcy Code, Not by Intercreditor Agreement Waterfall Cadwalader, Wickersham & Taft LLP
Apr
19
2016
Proposed Amendments to the Delaware Appraisal Statute Cadwalader, Wickersham & Taft LLP
Aug
7
2018
M&A Update: The Importance of a High-Quality Sales Process in Determining the Outcome of an Appraisal Proceeding Cadwalader, Wickersham & Taft LLP
Aug
24
2020
Delaware Court of Chancery Further Clarifies the “Ab Initio” Requirement in Finding That Discussions Between the Controlling Stockholder and a Minority Stockholder Precluded the Application of MFW Cadwalader, Wickersham & Taft LLP
Jul
15
2020
Director Who Led Merger Negotiations, Without Disclosing Details of a Lucrative Pay Package He Was Offered to Lead the Post-Merger Company, Must Face Fiduciary Duty Claims Cadwalader, Wickersham & Taft LLP
Jan
13
2022
Delaware Chancery Court Signals Heightened Scrutiny of SPAC Boards and Sponsors Cadwalader, Wickersham & Taft LLP
Jan
9
2018
2017 Year in Review: Corporate Governance Litigation & Regulation Cadwalader, Wickersham & Taft LLP
Jan
24
2023
Delaware Supreme Court Enforces Partnership Agreement’s Unambiguous Exculpation Provision Waiving Fiduciary Duties and Presuming Good Faith When Relying on Advice of Counsel in Reversing $690 Million Damages Award to Minority Investors of Boardwalk Pipeli Cadwalader, Wickersham & Taft LLP
Apr
22
2019
M&A Update: The Delaware Supreme Court’s Decision in Verition Partners Master Fund Ltd. v. Aruba Networks, Inc.—Calculating Fair Value in Statutory Appraisal Cases Cadwalader, Wickersham & Taft LLP
Sep
26
2019
The Delaware Court of Chancery Enforces Clear and Unambiguous Terms of Merger Agreement in Finding Termination Fee Provision Did Not Afford Exclusive Remedy for Termination Cadwalader, Wickersham & Taft LLP
Jan
29
2020
Delaware Court of Chancery Finds No Showing of Actionable Claim Required to Inspect Books and Records Cadwalader, Wickersham & Taft LLP
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
Oct
25
2018
M&A Update: Akorn Falls Far from the Tree: Delaware Chancery Court Finds a “Material Adverse Effect” for the First Time in Akorn, Inc. v. Fresenius Kabi AG, et al. Cadwalader, Wickersham & Taft LLP
 

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