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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Jun
2
2009
A Group Approach To Coping With The Subprime Mortgage Crisis
Oct
2
2023
The Comprehensive Privacy Law Deluge: Impact on Loyalty Programs 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
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
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
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
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
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
Jun
7
2013
Delaware Court Provides Critical Guidance as to the Commercial Reasonableness of a UCC Article 9 Foreclosure Sale Sheppard, Mullin, Richter & Hampton LLP
Mar
8
2016
Delaware Court of Chancery Increases Scrutiny on Disclosure-Only M&A Class Action Settlements Sheppard, Mullin, Richter & Hampton LLP
Mar
15
2021
“Winning” Prosecution Arguments Can Invalidate Your Patent As Indefinite Sheppard, Mullin, Richter & Hampton LLP
Jan
26
2024
CFPB and Attorneys General Sue Debt-Relief Enterprise Sheppard, Mullin, Richter & Hampton LLP
Mar
5
2024
Delaware Court of Chancery Puts Practitioners on Notice Regarding Voting Formalities Around Merger Agreements Sheppard, Mullin, Richter & Hampton LLP
Sep
26
2011
ANDA Automatic Stay of FDA Approval Does Not Defeat Standing in Sham Litigation Antitrust Counterclaim Sheppard, Mullin, Richter & Hampton LLP
Mar
21
2014
Delaware Court of Chancery Grants Summary Judgment Dismissing Breach of Fiduciary Duty Claims In Absence of Evidence of Directors’ “Conscious Disregard” of Fiduciary Duties Sheppard, Mullin, Richter & Hampton LLP
Dec
23
2014
California Court of Appeal Applies Delaware Law to Deny Discovery in Shareholder Derivative Action Sheppard, Mullin, Richter & Hampton LLP
Mar
31
2015
California and Delaware Courts Agree: Amendments to Corporate Bylaws Do Not Apply Retroactively to Impair Pursuit Previously Accrued Claims Sheppard, Mullin, Richter & Hampton LLP
Jan
19
2017
Delaware Supreme Court Confirms Dilution Claims Typically Are Derivative and Are Extinguished After Merger Sheppard, Mullin, Richter & Hampton LLP
Jul
25
2018
Not So Fast – Challenges in Reincorporating from California to Delaware Sheppard, Mullin, Richter & Hampton LLP
Jan
26
2019
California Court of Appeal Enforces Delaware Forum Selection Bylaw Sheppard, Mullin, Richter & Hampton 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
19
2020
Delaware Supreme Court Confirms That Federal Forum Provision Is Facially Valid, Reversing Court of Chancery Sheppard, Mullin, Richter & Hampton LLP
Jul
28
2020
Board Guidance: Getting To Business Judgment Rule Deference When You Have A Controlling Stockholder Sheppard, Mullin, Richter & Hampton LLP
Dec
30
2021
Delaware Supreme Court Shines Spotlight on Boilerplate Purchase Agreement Provisions Sheppard, Mullin, Richter & Hampton LLP
Jun
11
2010
Delaware Chancery Court Dismisses Derivative Plaintiff's Section 220 Books And Records Action Sheppard, Mullin, Richter & Hampton LLP
Oct
17
2011
Delaware Supreme Court Clarifies When a Series of Dispositions will not Trigger an "All or Substantially All" Indenture Covenant Sheppard, Mullin, Richter & Hampton LLP
 

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