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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Mar
5
2024
Delaware Court of Chancery Puts Practitioners on Notice Regarding Voting Formalities Around Merger Agreements Sheppard, Mullin, Richter & Hampton LLP
May
4
2020
Delaware Court of Chancery Limits Member's Sole and Exclusive Right to Cause Company to Undertake a Qualified IPO to Mere Right of Approval K&L Gates
May
11
2020
Delaware Court Of Chancery Interprets “Sufficient Particularity” Pleading Standard Under Rule 23.1 K&L Gates
Mar
8
2016
Delaware Court of Chancery Increases Scrutiny on Disclosure-Only M&A Class Action Settlements Sheppard, Mullin, Richter & Hampton LLP
Jun
23
2020
Delaware Court of Chancery Imposes Charging Order on Distributions Related to to Defendant's LLC Membership Interest K&L Gates
Jun
19
2020
Delaware Court of Chancery Imposes Charging Order on Distributions Related to Defendant's LLC Membership Interest 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
Mar
9
2017
Delaware Court of Chancery Holds that Cancellation of Shares Through Merger Deprives Stockholder of Standing in Section 220 Action Sheppard, Mullin, Richter & Hampton LLP
Nov
19
2019
Delaware Court of Chancery Holds that a Stockholder’s Disagreement with a Board’s Business Judgment and Intent to Pursue a Proxy Contest is Not a “Proper Purpose” for a Section 220 Demand Sheppard, Mullin, Richter & Hampton LLP
Feb
24
2021
Delaware Court of Chancery Holds that a Contractual Delaware Choice of Law Provision Did Not Waive Plaintiff’s Claim Under the California Securities Act Sheppard, Mullin, Richter & Hampton LLP
Jul
20
2017
Delaware Court of Chancery Holds Stockholder not Bound by Stock Transfer Restrictions not Noted on Stock Certificates K&L Gates
May
1
2015
Delaware Court of Chancery Holds Forum Selection Clause Trumps Prior-Filed Action Doctrine Katten
Nov
8
2019
Delaware Court Of Chancery Holds Deal Price Generated Through Reliable Sales Process Was Fair Value K&L Gates
May
4
2017
Delaware Court of Chancery Holds Credible Basis to Infer Wrongdoing by One Director Sufficient to Satisfy Burden of Proof Under Section 220 K&L Gates
Jul
15
2020
Delaware Court of Chancery Hold That Directors on a Special Committee are Interested in a Going Private Merger When the Merger Effectively Extinguishes Their Personal Liability from Viable Derivative Litigation K&L Gates
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
Jan
10
2020
Delaware Court of Chancery Grants Stockholder’s Section 220 Demand for Books and Records K&L Gates
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
Oct
20
2020
Delaware Court of Chancery Finds Valuation of Stock Alone is Sufficient to Support Books and Records Request 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
Feb
18
2021
Delaware Court of Chancery Finds Oral Agreement to Form a Joint Venture Enforceable K&L Gates
Jan
29
2020
Delaware Court of Chancery Finds No Showing of Actionable Claim Required to Inspect Books and Records Cadwalader, Wickersham & Taft LLP
Jun
9
2013
Delaware Court of Chancery Finds Exculpation Clause Does Not Bar Concealment Claim Katten
Nov
19
2018
Delaware Court of Chancery Finds Director Breaches of Fiduciary Duty and Aiding and Abetting Liability for Activist Investor in Shareholder Class Action Suit Cadwalader, Wickersham & Taft LLP
Jun
21
2014
Delaware Court of Chancery Finds Contract Rate Applies to Post-Judgment Interest Katten
Feb
16
2023
Delaware Court of Chancery Extends the Fiduciary Duty of Oversight (i.e., Caremark Claims) to Corporate Officers Mintz
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
Mar
2
2023
Delaware Court of Chancery Establishes Duty of Oversight Extends to Officers Polsinelli PC
Dec
27
2017
Delaware Court of Chancery Enforces Oral Agreement to Settle Proxy Contest Cadwalader, Wickersham & Taft LLP
Aug
13
2020
Delaware Court of Chancery Dispenses with Multiple Motions and Claims as Business Partners Take a “Kitchen Sink” Approach to Ascribing Blame and Seeking Recourse in Business Endeavor K&L Gates
Oct
7
2016
Delaware Court of Chancery Dismisses Post-Closing Disclosure Claims for Damages, Cautioning Such Claims Are Best Pursued Pre-Closing Sheppard, Mullin, Richter & Hampton LLP
Apr
15
2020
Delaware Court Of Chancery Dismisses Petition For Equitable Dissolution Of An LLC By A Non-Member 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
Aug
16
2014
Delaware Court of Chancery Dismisses Derivative Suit Brought by Expired Trust Katten
Dec
27
2019
Delaware Court of Chancery Dismisses Derivative Claims in Reliance on Exculpatory Language in Limited Liability Company Agreement K&L Gates
 

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