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
19
2017
Delaware Chancery Court Holds Stockholder Vote on Merger Was Neither Fully-Informed Nor Uncoerced K&L Gates
Jul
13
2017
Court of Chancery Holds That Structurally Coercive Stockholder Vote Does Not Ratify Fiduciary Actions Related To Shares Issuance and Proxy Grant To Stockholder K&L Gates
Aug
15
2017
Choice Of Law Provision In Stockholder's Agreement Insufficient to Create Personal Jurisdiction Over Delaware Corporation's Former CEO K&L Gates
Nov
22
2017
Class Action Dismissed as Demand was Not Excused as Futile; Plaintiff Failed to Allege Facts Sufficient to Establish that a Majority of the Board Faced Substantial Likelihood of Liability for Non-Exculpated Claims K&L Gates
Jan
17
2018
Delaware Supreme Court Shines a (Blurry) Spotlight on Director Compensation Decisions: In re Investors Bancorp, Inc. Stockholder Litigation K&L Gates
May
25
2018
Controlling Stockholder Cannot Advance its own Self-Interest at Expense of Minority Stockholders K&L Gates
Aug
20
2018
Chancery Court Finds That Stockholders Have Standing For Direct Suit Relating To Unique Claims For Breach Of Fiduciary Duties K&L Gates
Nov
30
2018
Ex-Board Member of Homeowner's Association Sues for Improper Removal; Awarded a Proper Removal K&L Gates
Mar
21
2019
Chancery Court Grants Motion to Dismiss Section 220 Demand Made During a Pending Plenary Claim due to Lack of Special Circumstances K&L Gates
Apr
22
2019
Delaware Court of Chancery Dismisses Derivative Suit in Limited Partnership Context for Failing to Make Demand or Show Demand Futility K&L Gates
Jul
10
2019
Chancery Court Imposes Costs of Receivership on Stockholder K&L Gates
Nov
13
2019
Delaware Court of Chancery Holds that Third-Party Stockholder has Standing to Enforce Anti-Takeover Protections K&L Gates
Apr
9
2020
Delaware Court of Chancery Finds That “Blocking Rights” Exercised by Minority Investors May Amount to an “Actual Control” Position K&L Gates
Apr
30
2020
Stockholder’s Breach Of Fiduciary Duty Claim Against Chairman Of Barnes & Noble Education, Inc. Dismissed By Delaware Court Of Chancery K&L Gates
May
15
2020
Court of Chancery Analyzes LLC Valuation Reports in Connection with Breach of Fiduciary Duty K&L Gates
Jul
17
2020
Delaware Committee AB Initio Will Cleanse a Conflicted Transaction in Contexts of Majority-Conflicted Board And Financial Advisors Disclosures K&L Gates
Aug
5
2020
Court of Chancery Addresses Direct-Derivative Suit Distinction in The Context of A Merger Transaction K&L Gates
Mar
27
2021
Interpretation fo an LLC Agreement with Respect to the Appointment and Removal of Board Members is Strictly Based on the Plain Language Contained in the Four Corners of the LLC Agreement K&L Gates
Oct
20
2021
Chancery Court Dismisses Disclosure and Breach Claims in LLC Financing Litigation K&L Gates
Feb
7
2017
Delaware Chancery Court Decision, Invalidating Supermajority Director Removal Bylaw, Has Broad Implications for Supermajority Bylaw Provisions K&L Gates
Apr
21
2017
Delaware Chancery Court Holds That Stockholder Vote on Merger Was Neither Fully-Informed nor Uncoerced K&L Gates
Jun
27
2017
Delaware Chancery Court Holds More than Red Flags Required to Allege Demand Futility in Derivative Suit K&L Gates
Jan
19
2018
Court of Chancery Grants Motion for Judgment on the Pleadings Finding no Implied Condition as to the Accuracy of Information in Financial Reports K&L Gates
Mar
26
2018
Board’s Failure to Adhere to Best Practices in Drug Clinical Trial Does Not Excuse Stockholder Demand as Futile K&L Gates
May
29
2018
Court of Chancery Dismisses Breach of Fiduciary Duty Claim as Duplicative of Breach of Contract Claim K&L Gates
Jul
11
2018
Consent To Jurisdiction Does Not Equal Mandatory Forum Selection K&L Gates
Aug
20
2018
Chancery Court Finds Breach of Fiduciary Duties in Insurance Business Gone Awry K&L Gates
Sep
20
2018
Chancery Court Validates a Defective Merger and Reaffirms Reliance on Outside Legal Counsel Under Delaware Law K&L Gates
Oct
30
2018
Court Of Chancery Judicially Validates Company's Ratification of Defective Corporate Acts, Therefore Rejecting Bid to Unwind Merger K&L Gates
Nov
30
2018
Stockholder’s Suit for Directors’ Fiduciary Breach Related to Acquisitions and Stock Repurchases Dismissed With Prejudice for Failure to Plead Demand Futility and to State Viable Claims K&L Gates
May
8
2019
Court of Chancery Sides with Papa John's Founder on Books and Records Inspection Demand K&L Gates
Jul
10
2019
Sophisticated Party or Not, LLC Agreement Still Governs K&L Gates
Jul
31
2019
Russian Interference and Data Privacy: Facebook Stockholders Demand Section 220 Inspection to Investigate Wrongdoing of Board and Senior Management K&L Gates
Oct
21
2019
Director Independence and Demand Futility: A Holistic Inquiry of the Pleading K&L Gates
Jan
8
2020
Out of the Money: Breach of Fiduciary Duty Claim Survives Motion to Dismiss When the Board Approved an Asset Sale That Left no Consideration for the Common Unitholders K&L Gates
 

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