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Delaware Laws Comprehensive Online Code Corporation and Legal Entity Code Publications / Blogs by Academic Institutions The Harvard Law School Forum on Corporate Governance (The Delaware Law Series) The Institute of Delaware Corporate and Business Law The Delaware Journal of Corporate Law Blogs / Case Summaries by Delaware Lawyers Delaware Corporate & Commercial […]
Read MoreAcknowledgements
The State of Delaware gratefully acknowledges the help of the Court of Chancery Rules Committee in creating the articles featured here. The Rules Committee is comprised of a diverse group of experienced corporate practitioners drawn from many distinguished Delaware law firms, and members devoted many hours to creating content and assisting more generally in improving […]
Read MoreWhy Businesses Choose Delaware
The question is often asked—why Delaware? Why does this small state (the second smallest in the United States) occupy such a large place in the world of business entities? The question has several answers, but most of the answers are not what people think. For example, Delaware is not a tax haven, Delaware does not […]
Read MoreAbout Delaware’s General Corporation Law
The foundation of Delaware’s business advantage is its General Corporation Law (“DGCL”). (Delaware has also developed advanced modern statutes for business entities other than corporations. [See Delaware’s Alternatives to Corporations.] The DGCL helps entrepreneurs, corporate managers, and stockholders create wealth through the corporate form both by what it is not, and by what it is. […]
Read MoreDelaware’s Options for Alternative Dispute Resolution
Delaware Rapid Arbitration Act The Delaware Rapid Arbitration Act (DRAA) establishes Delaware as a cutting-edge seat for business arbitrations. Crafted with extensive input from lawyers and businesses in the United States and across the globe, the DRAA was designed to make arbitration practice more timely and efficient. Here’s how. The DRAA imposes time limitations on […]
Read MoreLitigation in the Delaware Court of Chancery and the Delaware Supreme Court
Delaware is world-renowned for its efficient and professional court system, which is particularly prominent in the areas of corporate, business, and commercial law. For many experienced lawyers throughout the world, the principal reasons to recommend organizing in Delaware are the Delaware courts and the body of case law developed by those courts. They point, in […]
Read MoreFacts and Myths
Myth: Delaware is the largest U.S. jurisdiction for company formation. Fact: Delaware is the leading jurisdiction for publicly traded corporations listed on U.S. stock exchanges. More than half of such corporations (including 67.7% of Fortune 500 companies) have chosen to incorporate in Delaware.1 Delaware is also the leading jurisdiction for out-of-state incorporations, where a corporation […]
Read MoreThe Delaware Way: Deference to the Business Judgment of Directors Who Act Loyally and Carefully
The Delaware General Corporation Law’s central mandate appears in Section 141(a); it provides that the business and affairs of every Delaware corporation are managed by or under the direction of the corporation’s board of directors. In discharging their duty to manage or oversee the management of the corporation, directors owe fiduciary duties of loyalty and […]
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