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Although every state has its own corporate law, here we focus on the Delaware corporate law. We do this for one very important reason: the vast majority of public corporations and a significant number of private corporations are incorporate in Delaware. Because of the ubiquity of the Delaware corporation, the Delaware corporate law has become a de facto standard for the United States. Whether you ultimately end up practicing law in Massachusetts, New York, California, or London, your practice will regularly engage with Delaware corporations. As a consequence, having a strong working-knowledge of the Delaware corporate code will be vital to a successful corporate law practice.

In the following sections we will walk through the code and apply its principles.

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    1. 1.2 Show/Hide More DGCL Sec. 102
      Original Creator: Brian JM Quinn
      Contents of Certificate of Incorporation
      1. 1.3.1 Show/Hide More Walkovszky v. Carlton
        Original Creator: Brian JM Quinn
        Piercing the corporate veil
      2. 1.3.2 Show/Hide More Fletcher v. Atex Inc.
        Original Creator: Brian JM Quinn
        Alter ego. Veil piercing
      3. 1.3.3 Show/Hide More Kinney Shoe Corp. v. Polan
        Original Creator: Brian JM Quinn
        Piercing the corporate veil
      4. 1.3.4 Show/Hide More United Elec. Workers v. 163 Pleasant Street Corp.
        Original Creator: Brian JM Quinn
        Piercing the corporate veil
    2. 1.4 Show/Hide More DGCL Sec. 103
      Original Creator: Brian JM Quinn
      Execution and acknowledgement of certificate of incorporation
    3. 1.5 Show/Hide More DGCL Sec. 106
      Original Creator: Brian JM Quinn
      Commencement of Corporate Existence
    4. 1.6 Show/Hide More DGCL Sec. 107
      Original Creator: Brian JM Quinn
      Powers of incorporator
    5. 1.7 Show/Hide More DGCL Sec. 108
      Original Creator: Brian JM Quinn
      Organizational Meeting
    6. 1.8 Show/Hide More DGCL Sec. 111
      Original Creator: Brian JM Quinn
      Jurisdiction of the Chancery Court
    1. 2.1 Show/Hide More DGCL Sec. 121
      Original Creator: Brian JM Quinn
      General Powers
    2. 2.2 Show/Hide More DGCL Sec. 122
      Original Creator: Brian JM Quinn
      Specific Powers
    3. 2.3 Show/Hide More Theodora Holding Corporation v. Henderson
      Original Creator: Brian JM Quinn
      122 – Corporate charity
      1. 2.4.1 Show/Hide More DGCL Sec. 361 [Public Benefit Corporations]
        Original Creator: Brian JM Quinn
        Effective August 1, 2013
      2. 2.4.2 Show/Hide More Press release: What Are Massachusetts Benefit Corporations?
        Chapter 238 of the Acts of 2012 authorized a new type of entity which will be administered by
        our Division: the Benefit Corporation.
    4. 2.6 Show/Hide More DGCL Sec. 124
      Original Creator: Brian JM Quinn
      Ultra vires
  1. 3 Show/Hide More Bylaws
    Original Creator: Brian JM Quinn
    1. 3.1 Show/Hide More DGCL Sec. 109
      Original Creator: Brian JM Quinn
      Bylaws
    2. 3.2 Show/Hide More DGCL Sec. 110
      Original Creator: Brian JM Quinn
      Emergency bylaws and other powers in emergency
    3. 3.3 Show/Hide More Boilermakers Local 154 Retirement Fund V. Chevron Corporation
      Original Creator: Brian JM Quinn
      Can directors unilaterally adopt bylaws to restrict where shareholders might bring litigation against the board or the corporation?
  2. 4 Show/Hide More Proxy Access v2014
    Original Creator: Brian JM Quinn
    DGCL Provisions related to proxy access
    1. 4.1 Show/Hide More DGCL Sec. 112
      Original Creator: Brian JM Quinn
      Proxy Access
    2. 4.2 Show/Hide More DGCL Sec. 113
      Original Creator: Brian JM Quinn
      Expense Reimbursement following Proxy Contest
    1. 5.2 Show/Hide More Aronson v. Lewis
      Original Creator: Brian JM Quinn
      Statement of the Business Judgment Rule
    2. 5.3 Show/Hide More DGCL Sec. 144 - Interested director transactions
      Original Creator: Brian JM Quinn
      The following provision of the statute provides a safe harbor for interested director transactions. If the requirements of the safe harbor are complied with then an interested director transaction will not be void or voidable because of the participation of the director. It may still, however, be subject to attack as a violation of the duty of loyalty and the interested director may be required to prove the entire fairness of the transaction. 
    3. 5.4 Show/Hide More DGCL Sec. 145
      Original Creator: Brian JM Quinn
      Indemnification
    1. 6.1 Show/Hide More DGCL Sec. 151
      Original Creator: Brian JM Quinn
      Classes of Shares
    2. 6.4 Show/Hide More DGCL Sec. 161
      Original Creator: Brian JM Quinn
      Issuance of new shares by the board
    3. 6.5 Show/Hide More DGCL Sec. 170
      Original Creator: Brian JM Quinn
      Dividends
    4. 6.6 Show/Hide More DGCL Sec. 202
      Original Creator: Brian JM Quinn
      Restrictions on stock transfers permitted.
    5. 6.7 Show/Hide More DGCL Sec. 203
      Original Creator: Brian JM Quinn
      State anti-takeover law/business combination statute
    1. 7.1 Show/Hide More DGCL Sec. 211
      Original Creator: Brian JM Quinn
      Meetings of Stockholders, Quorum, and Notice
    2. 7.2 Show/Hide More DGCL Sec. 212
      Original Creator: Brian JM Quinn
      Shareholder Voting Rights
    3. 7.3 Show/Hide More DGCL Sec. 213
      Original Creator: Brian JM Quinn
      Fixing Date for Determination of Stockholders of Record
    4. 7.4 Show/Hide More DGCL Sec. 214
      Original Creator: Brian JM Quinn
      Cumulative Voting
    5. 7.5 Show/Hide More DGCL Sec. 216
      Original Creator: Brian JM Quinn
      Quorum and Required Votes
    6. 7.6 Show/Hide More DGCL Sec. 229
      Original Creator: Brian JM Quinn
      Waiver of Notice
      1. 7.7.1 Show/Hide More DGCL Sec. 219
        Original Creator: Brian JM Quinn
        Access to stockholder lists
      2. 7.7.2 Show/Hide More Crown Emak Partners, LLC. v. Kurz
        Original Creator: Brian JM Quinn
        Sec 219 and record holders
    7. 7.8 Show/Hide More DGCL Sec. 222
      Original Creator: Brian JM Quinn
      Notice Requirements
    8. 7.9 Show/Hide More DGCL Sec. 223
      Original Creator: Brian JM Quinn
      Director vacancies
    9. 7.10 Show/Hide More DGCL Sec. 146
      Original Creator: Brian JM Quinn
      Force-the-Vote
      1. 7.11.1 Show/Hide More DGCL Sec. 109
        Original Creator: Brian JM Quinn
        Bylaws
    10. 7.12 Show/Hide More DGCL. Sec. 228
      Original Creator: Brian JM Quinn
      Action by Written Consent
    11. 7.13 Show/Hide More Shareholder Resolutions
      Original Creator: Brian JM Quinn
      Although the corporate law makes it clear that management of the corporation is the prerogative of the board of directors, shareholders have the right to vote for directors and for other matters that may come before the shareholders at annual or special meetings. As a result, access to the ballot is an extremely important issue, as are the conditions upon which the board may be required to permit shareholders to take up questions related to governance of the corporation. Access to the proxy is governed both by state corporate law as well as the Federal securities laws.
      1. 7.13.2 Show/Hide More Lovenheim v. Iroquois Brands Ltd.
        Original Creator: Brian JM Quinn
        Shareholder Resolutions
      2. 7.13.3 Show/Hide More Bebchuk v. Electronic Arts Inc.
        Original Creator: Brian JM Quinn
        Shareholder Proposals
      3. 7.13.4 Show/Hide More CA INC. v. AFSCME Employees Pension Plan
        Original Creator: Brian JM Quinn
        Bylaw amendment, director voting reimbursement, 141(a) and shareholder proposal.
      4. 7.13.5 Show/Hide More Airgas Inc. v. Air Products and Chemicals
        Original Creator: Brian JM Quinn
        Legal validity of bylaw amendments
    1. 8.1 Show/Hide More DGCL Sec. 245
      Original Creator: Brian JM Quinn
      Restated Certificate of Incorporation
    2. 8.2 Show/Hide More DGCL Sec. 242
      Original Creator: Brian JM Quinn
      Amendment to Certificate
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January 22, 2014

corporate dgcl

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Brian JM Quinn

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