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
16
2018
Court of Chancery Clarifies Method of Determining Specific Advancements K&L Gates
May
18
2018
Chancery Court Denies Motion to Dismiss Brought by Defendant Tesla Motors, Inc., After Concluding that Elon Musk is a Controlling Stockholder K&L Gates
Jun
26
2018
Motion For a Temporary Restraining Order Of Controlling Stockholders Denied as No Extraordinary Circumstances Found K&L Gates
Sep
6
2018
Controller Breaches Fiduciary Duties By Coercing Onerous Financing Terms K&L Gates
Oct
24
2018
Chancery Court Grants Motion for Preliminary Injunction Regarding Enforcement of Forum Selection Clause K&L Gates
Nov
29
2018
Activist Stockholder Aided and Abetted a Board's Breach of Fiduciary Duties but the Court Finds No Damages K&L Gates
Dec
27
2018
No Rummaging Required: Chancery Court Rules Form 10-K Adequate to Discharge Duty of Disclosure When Provided Conspicuously and Concurrently with Stockholder Proxy K&L Gates
Jan
31
2019
Chancery Court Denies Motion to Dismiss Claim for Breach of Merger Agreement Earn-Out Efforts Provision K&L Gates
Mar
12
2019
No Love Lost in Books and Records Request K&L Gates
Apr
11
2019
Court Refuses To Reform Contract Failing To Find A Scrivener’s Error K&L Gates
Jul
8
2019
Court Of Chancery Holds That Member Of Limited Liability Company Is Entitled To Advancement While Defending A Lawsuit In Its “Official Capacity” K&L Gates
Jul
23
2019
Court Of Chancery Denies Application For Certification Of Interlocutory Appeal After Ruling That Judicial Dissolution Of The Limited Liability Company Is Warranted K&L Gates
Aug
22
2019
In A Reckless Re-Price, Results Are Not Realized K&L Gates
Oct
17
2019
Termination Fee is not Exclusive Remedy for Breach of No-Shop K&L Gates
Dec
27
2019
Not Quite Instantaneous, Holmesian “Bad Men” Can Win By Knowing The Law: Plaintiffs Who Tried To Preserve Direct And Derivative Claims In A Settlement Agreement Failed To Realize That They Had Already Bargained Them Away K&L Gates
Mar
2
2020
Delaware Holds That Directors May Choose Lower Value All-Cash Deal Over Stock Deal So Long As The Decision Is Made In Good Faith And Free Of Conflicts K&L Gates
May
13
2020
Derivative Suit Dismissed for Failing to Plead Demand Futility K&L Gates
Aug
3
2020
Master in Chancery Dismissive of Fiduciary Seek Dismissal, Applies familiar 12(B)(6) Standard K&L Gates
Aug
26
2020
Chancery Court Denies Assignor's Inspection Demand Under Real Party in Interest Rule, Prohibits Substitute Plaintiff K&L Gates
May
28
2021
Delaware Chancery Court Reaffirms Need for Factual Particularity in Assessing Demand Futility and Granted Defendants’ Motion to Dismiss K&L Gates
Oct
15
2021
Facebook Escapes Shareholder Derivative Suit as Court Questions Validity of Aronson and Finds Plaintiff Failed to Support Claims of Demand Futility K&L Gates
Dec
12
2016
Chancery Court Finds Clear Disclaimer of Reliance on Extra-contractual Statements in Dismissing Buyer’s Fraud Claim; Allows Certain Breach of Contract Claims to Proceed K&L Gates
Jan
30
2017
Chancery Court Invalidates Supermajority Director Removal Bylaw K&L Gates
May
31
2017
Delaware Chancery Court Cites Inelegant Drafting When Allowing Indemnification Claim to Proceed K&L Gates
Jul
11
2017
Chancery Court Holds That Certificate of Incorporation Provision Provides Preferred Stockholders Voting Right, Not Entitlement to Liquidation Preference K&L Gates
Jun
29
2018
Chancery Court Sets Fair Value in Appraisal Action Below the Valuations Suggested by the Parties K&L Gates
Sep
7
2018
Chancery Court Enforces LLC Agreement, Further Demonstrating that LLCs are Creatures of Contract K&L Gates
Nov
29
2018
In Ruling On Motion To Dismiss, Chancery Court Allows Admission Of Extrinsic Evidence To Resolve Ambiguity In Preferred Stock Certificate Of Designations K&L Gates
Mar
16
2019
Court of Chancery Invalidates Charter-Based Federal Forum Provision K&L Gates
Apr
20
2019
Inspection Rights Are Not Granted For Fishing Expeditions K&L Gates
Jul
9
2019
Chancery Court Finds Commission Under Sales Agreement Was Not "Required" Such That Entry Into Sales Agreement Required Additional Approvals K&L Gates
Jul
23
2019
Court Of Chancery Finds No Section 220 Issue Where Stockholder’s And Its Counsels’ Purposes For Demand Align K&L Gates
Apr
30
2020
Court of Chancery Applies Entire Fairness Standard to PennyMac’s Reorganization Transaction K&L Gates
May
14
2020
Plaintiff Entitled to Inspect Additional Documents Where Proper Purpose Demonstrated as To Mismanagement and Wrongdoing 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
 

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