Delaware Law

Mythical Adverse Effect

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The material adverse effect (“MAE”) definition in mergers and acquisitions agreements is one of the most intensely negotiated, litigated, and studied contract provisions ever. It has nearly tripled in average length over the past two decades, as lawyers haggle over …

The Myth of Director Consent: After Shaffer, Beyond Nicastro

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In an article just published in the Delaware Journal of Corporate Law, I argue that Delaware’s implied-consent-to-jurisdiction statute is unconstitutional. That statute, Section 3114, is routinely invoked to assert personal jurisdiction over virtually every nonresident director and officer defendant in …

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Editor's Tweet: Professor Eric Chiappinelli of Texas Tech University School of Law discusses "The Myth of Director Consent: After Shaffer, Beyond Nicastro"

Gibson Dunn on Controlling Shareholders and the Business Judgment Rule in Going Private Merger Transactions

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On May 29, 2013, Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery issued an important decision that lays the foundation for controlling stockholders to pursue going-private merger transactions with the comfort that, if certain conditions are met, …

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Editor's Tweet: Gibson Dunn on Controlling Shareholders and the Business Judgment Rule in Going Private Merger Transactions http://wp.me/p2Xx5U-123

Delaware Law as Lingua Franca

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Delaware dominates the corporate chartering market in the U.S—it is the only state that attracts a significant number of out-of-state incorporations. As a result, incorporation decisions are “bimodal,” with public and private firms typically choosing between home-state and Delaware incorporation.…

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Editor's Tweet: Professor Jesse Fried of Harvard Law discusses "Linga Franca" as the reason incorporators may choose Delaware.