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
9
2023
The Ramifications of The Delaware Court of Chancery’s McDonald’s Decision – Beyond Holding That Caremark Oversight Obligations Apply to Corporate Officers Cadwalader, Wickersham & Taft LLP
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
Jan
8
2020
The Delaware Court of Chancery Rejects Termination of Merger Agreement Based on Material Adverse Effect Cadwalader, Wickersham & Taft LLP
Dec
20
2016
Process Is Paramount: The Delaware Court of Chancery Gives “100% Weight” to Merger Price in Determining Company’s Fair Value in Appraisal Proceeding Cadwalader, Wickersham & Taft LLP
Oct
19
2020
Delaware Supreme Court Reaffirms Primacy of Market Evidence in Determining Fair Value in Appraisal Proceedings Cadwalader, Wickersham & Taft LLP
Mar
26
2018
M&A Update: A Trio of Recent Delaware Decisions Discount Deal Price In Appraisal Litigation Cadwalader, Wickersham & Taft LLP
Apr
14
2022
Securities Litigation Update: Courts of Appeal Address the Exchange Act’s Exclusive-Jurisdiction and Non-Waiver Provisions, the Duty to Disclose, and Scienter Cadwalader, Wickersham & Taft LLP
Apr
27
2017
Delaware Chancery Court’s Columbia Pipeline and Saba Software Decisions: Lessons beyond Corwin Cadwalader, Wickersham & Taft LLP
Nov
2
2018
Forward Movement in the Bureau of Consumer Financial Protection’s Student Loan Litigation: What This Means for Securitization Cadwalader, Wickersham & Taft LLP
Jul
13
2021
Blasius Is Alive and Well in Delaware: Delaware Supreme Court Chides Chancery for Turning Away Stockholder’s Claims Without Considering Whether Board’s Interference with Stockholder Vote Triggered Blasius’s Compelling Justification Test Cadwalader, Wickersham & Taft LLP
Jan
3
2016
Delaware Supreme Court Upholds Rural Metro Decision, but Financial Advisors Can Breathe a Sigh of Relief Cadwalader, Wickersham & Taft LLP
Nov
2
2018
M&A Update: Delaware Supreme Court Clarifies the “Ab Initio” Requirement for Business Judgment Review of Controlling Stockholder Transactions in Flood v. Synutra Cadwalader, Wickersham & Taft LLP
Mar
30
2020
Delaware Supreme Court Rejects Challenge to Federal Forum Provisions Requiring Securities Act Claims to Be Brought in Federal Court Cadwalader, Wickersham & Taft LLP
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
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
Nov
4
2022
FFF Sovereign Immunity Series – Part II Cadwalader, Wickersham & Taft LLP
Feb
27
2024
American Cousins: HMRC Revisits Anson Cadwalader, Wickersham & Taft LLP
Aug
23
2017
Delaware Court of Chancery Extends Business Judgment Rule Deference to Controller Transactions Involving Third-Parties: In re Martha Stewart Living Cadwalader, Wickersham & Taft LLP
Apr
16
2018
Delaware Chancery Court Finds Elon Musk May Be Controlling Stockholder of Tesla Motors Cadwalader, Wickersham & Taft LLP
Feb
22
2018
Delaware Supreme Court Heightens the Review Standard for Discretionary Equity Awards to Directors Jones Walker LLP
Jul
19
2023
Delaware Governor Signs Into Law Amendments to the DGCL and Delaware Alternative Entity Statutes Jones Walker LLP
Jan
25
2024
Are Current Minutes More Important than Past Minutes? Jones Walker LLP
Aug
15
2017
Delaware Chancery Court Ruling on Post-Spill Access to Records Highlights Importance of Corporate Safety Culture Van Ness Feldman LLP
 

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