Cole Schotz P.C.


Delaware Litigation


Delaware’s State Courts: Efficiently Resolving Corporate and Commercial Disputes

Delaware is the leading state of incorporation in the United States, with approximately 50% of publicly-traded companies and 66% of Fortune 500 companies incorporated in Delaware. As a result, Delaware’s state courts are a leading venue for corporate and commercial litigation.

The Delaware Court of Chancery is renowned for establishing ground-breaking precedent in corporate law that is frequently adopted by courts in other jurisdictions. Over 1,000 civil actions are filed in the Court of Chancery every year. These cases include challenges to mergers, fiduciary duty claims, books and records cases, board composition disputes and appraisal actions. While the number of cases challenging the disclosures provided as part of mergers has declined, the number of appraisal actions filed in Delaware has doubled over the last decade.

The Delaware Superior Court, specifically its Complex Commercial Litigation Division (CCLD), is frequently the forum for complicated contract disputes, particularly earn-outs cases arising out of corporate sale agreements. The CCLD is available for cases with $1 million or more in dispute and is designed to ensure that such cases are decided efficiently and promptly.

All appeals from Delaware’s Chancery Court and Superior Court go directly to the Delaware Supreme Court, which resolves appeals, on average, just 33.3 days from the date of submission.

Cole Schotz’s Experience: Put it to Work for You

The litigation attorneys in Cole Schotz’s Wilmington, Delaware office have the experience you need when prosecuting or defending complex corporate and commercial litigation in Delaware’s state courts. While the Delaware team is versed in all aspects of the litigation process, including trial, we also look to help clients resolve disputes prior to litigation. If litigation is commenced, we continue to explore ways to resolve pending litigation prior to incurring the costs of protracted litigation.

The Delaware litigation team’s lead counsel experience includes the following types of cases:

  • Fiduciary Duty – we have represented officers, directors and controlling shareholders against claims of breach of fiduciary duty, including cases under Delaware’s “entire fairness” standard.
  • Board Control – we have represented officers and directors in disputes over the control or composition of the board and the removal of executives under 8 Del. C. § 225.
  • Books and Records Demands – we have assisted companies in responding to shareholder and member demands to inspect the books and records of the company under 8 Del. C. § 220.
  • Appraisal – we have represented companies in appraisal actions under 8 Del. C. § 262, under which shareholders “cashed out” in a merger may seek to have the “fair value” of their shares determined by the Chancery Court.
  • Closely Held Company Disputes – we have represented shareholders and members of closely-held companies in disputes over contract rights, shareholder and member rights and similar disputes.
  • Earn-Outs – we have represented sellers seeking to recover on earn-outs withheld by purchasers.

Our Delaware litigation attorneys have also served as Delaware counsel in numerous matters, helping co-counsel navigate Delaware’s courts and the “Delaware Way,” an unwritten standard of professionalism and collegiality within the Delaware bar.


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