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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May
16
2014
Delaware Supreme Court Upholds Fee-Shifting Bylaw Katten
Apr
27
2013
Delaware Supreme Court Upholds Federalism, Comity & Finality Allen Matkins Leck Gamble Mallory & Natsis LLP
Mar
30
2020
Delaware Supreme Court Upholds Federal Forum Selection Provisions Requiring Securities Claims Be Brought in Federal Court Faegre Drinker
Mar
24
2020
Delaware Supreme Court Upholds Federal Forum Provisions in Corporate Charters for Section 11 Claims as “Intra-Corporate Affairs” Vedder Price
Mar
23
2020
Delaware Supreme Court Upholds Federal Forum Provision for Securities Act Claims Epstein Becker & Green, P.C.
Jul
13
2020
Delaware Supreme Court Upholds Exclusive Federal Forum Selection Provisions Polsinelli PC
Apr
19
2013
Delaware Supreme Court Upholds Collateral Estoppel in Multiforum Litigation Katten
Mar
21
2014
Delaware Supreme Court Upholds Chancery Court Ruling that Applied Business Judgment Rule to Going Private Transaction with Controlling Stockholder Katten
Nov
23
2021
Delaware Supreme Court Upholds Advance Waiver of Statutory Appraisal Rights — Affirms Key Component of “Drag Along” Critical for M&A Exits for Venture-Backed Companies Mintz
Dec
30
2021
Delaware Supreme Court Shines Spotlight on Boilerplate Purchase Agreement Provisions Sheppard, Mullin, Richter & Hampton LLP
Jan
17
2018
Delaware Supreme Court Shines a (Blurry) Spotlight on Director Compensation Decisions: In re Investors Bancorp, Inc. Stockholder Litigation K&L Gates
Oct
9
2015
Delaware Supreme Court rules that friendship and business relationships together are enough to challenge director’s independence Dinsmore & Shohl LLP
Mar
18
2020
Delaware Supreme Court Rules That Corporate Charters Can Require Litigation of Federal Securities Act Claims in Federal Court Proskauer Rose LLP
Jan
3
2015
Delaware Supreme Court Reverses Injunction Requiring Thirty Day Go-Shop Bracewell LLP
Feb
7
2011
Delaware Supreme Court Reverses Chancery Court Dismissal Of Derivative Plaintiff's Section 220 Books And Records Action Sheppard, Mullin, Richter & Hampton LLP
Oct
25
2010
Delaware Supreme Court Requires Credible Evidence of a "Proper Purpose" to Review a Corporation's Books and Records Sheppard, Mullin, Richter & Hampton LLP
Aug
8
2019
Delaware Supreme Court Rejects Presumption of Confidentiality for Books-and-Records Productions Proskauer Rose LLP
Nov
23
2012
Delaware Supreme Court Rejects Chancery Court's Determination that Default Fiduciary Duties Apply to All LLC Members Katten
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
Aug
16
2013
Delaware Supreme Court Reinvigorates the Implied Duty of Good Faith and Fair Dealing Hunton Andrews Kurth
Jul
22
2015
Delaware Supreme Court Reinforces Importance of Clear and Precise Bylaw Provisions and Specifically Drafted Notices of Annual Meetings Sheppard, Mullin, Richter & Hampton LLP
Jan
20
2013
Delaware Supreme Court Refines Standard for Missed Pre-Trial Deadlines Katten
Oct
19
2020
Delaware Supreme Court Reaffirms Primacy of Market Evidence in Determining Fair Value in Appraisal Proceedings Cadwalader, Wickersham & Taft LLP
Dec
23
2020
Delaware Supreme Court Provides Important Guidance Regarding Section 220 Demands, Rejecting Several Limiting Principles Frequently Offered By Corporations Resisting Stockholder Inspection Demands Sheppard, Mullin, Richter & Hampton LLP
Jan
3
2018
Delaware Supreme Court Imposes New Limits on Stockholder Ratification Defense In Connection With Equity Incentive Plans Sheppard, Mullin, Richter & Hampton LLP
Jul
6
2015
Delaware Supreme Court Holds Tooley Direct vs. Derivative Rule Is No Bar to Parent Corporation’s Contract Claim Proskauer Rose LLP
Jul
9
2021
Delaware Supreme Court Holds That Surviving “Entire Fairness” Review is Not Conclusive of a Breach of Fiduciary Duty Claim Where Directors Acted Inequitably Sheppard, Mullin, Richter & Hampton LLP
May
29
2015
Delaware Supreme Court Holds That Plaintiffs Must Specifically Plead Non-Exculpated Claims Against Disinterested Directors in Transaction Under Entire Fairness Review to Survive Motion to Dismiss Katten
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
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
Dec
30
2014
Delaware Supreme Court Holds That Court of Chancery Can Restrict Forum Where Books and Records Can Be Used Mintz
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
Dec
12
2013
Delaware Supreme Court Holds Receiver is Required to Defend Lawsuits After a Corporation is Wound-Up; Finds No Generally Applicable Statute of Limitation for Claims Against a Dissolved Corporation Sheppard, Mullin, Richter & Hampton LLP
Aug
12
2022
Delaware Supreme Court Holds Novel Pre-Closing Dividend Transaction Structure Does Not Thwart Appraisal Remedy Sheppard, Mullin, Richter & Hampton LLP
Dec
31
2013
Delaware Supreme Court Holds Liability of Corporation May Still Exist Following Dissolution McBrayer, McGinnis, Leslie and Kirkland, PLLC
 

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