Delaware General Corporation Law

Delaware corporationincorporated in DelawareDelawareDelaware companyDelaware-registeredincorporatedreincorporated in DelawareDelaware lawDelaware loopholeDGCL
The Delaware General Corporation Law (Title 8, Chapter 1 of the Delaware Code) is the statute governing corporate law in the U.S. state of Delaware.wikipedia
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United States corporate law

US corporate lawcorporate lawU.S. corporate law
It has been the most important jurisdiction in United States corporate law since the early 20th century.
Over the 20th century, most major corporations incorporated under the Delaware General Corporation Law, which offered lower corporate taxes, fewer shareholder rights against directors, and developed a specialized court and legal profession.

Incorporation (business)

incorporatedincorporationincorporate
Over 50% of publicly traded corporations in the United States and 60% of the Fortune 500 are incorporated in the state.
For example, the transfer of ownership in a corporation incorporated in US-DE is not required to be filed or recorded.

Delaware

DEState of DelawareGeography of Delaware
The Delaware General Corporation Law (Title 8, Chapter 1 of the Delaware Code) is the statute governing corporate law in the U.S. state of Delaware.
The state's attractiveness as a corporate haven is largely because of its business-friendly corporation law.

Delaware Supreme Court

Supreme Court of DelawareSupreme CourtDel.
Litigants may appeal final decisions of the Court of Chancery to the Delaware Supreme Court.
Because Delaware is a popular haven for corporations, the Court has developed a worldwide reputation as a respected source of corporate law decisions, particularly in the area of mergers and acquisitions.

Corporate law

business lawcompany lawcorporate
The Delaware General Corporation Law (Title 8, Chapter 1 of the Delaware Code) is the statute governing corporate law in the U.S. state of Delaware.
These are the country's statutes: in the US, usually the Delaware General Corporation Law (DGCL); in the UK, the Companies Act 2006 (CA 2006); in Germany, the Aktiengesetz (AktG) and the Gesetz betreffend die Gesellschaften mit beschränkter Haftung (GmbH-Gesetz, GmbHG). The law will set out which rules are mandatory, and which rules can be derogated from.

TransPerfect

Philip Shawe
The forced sale of TransPerfect is the first time a company that did not meet the criteria for receivership and mandated sale under Delaware law was being forced to dissolve, to award one board member who wanted to exit with a control premium.
The argument against the Chancellor has been the misapplication of Delaware General Corporation Law, clause 226 that authorizes the sale of a company when it faces financial default and other catastrophic issues.

Delaware Court of Chancery

Delaware Chancery CourtCourt of ChanceryChancellor of Delaware
Disputes over the internal affairs of Delaware corporations are usually filed in the Delaware Court of Chancery, which is a separate court of equity, as opposed to a court of law.

Corporation Trust Center (CT Corporation)

1209 North Orange Street1209 North Orange StCorporation Trust Center at 1209 North Orange Street
Companies have offices in Delaware due to its desirable corporate taxes and law, and it is estimated that 9 billion dollars of potential taxes were not levied over the past decade, due to the Delaware loophole.

Flag of convenience (business)

flag of convenience
The most common use of a flag of convenience is a U.S. corporation being chartered as a domestic corporation in Nevada or Delaware because of favorable corporate governance rules.

Internal affairs doctrine

lex incorporationisinternal affairs
Pursuant to the "internal affairs doctrine", corporations which act in more than one state are subject only to the laws of their state of incorporation with regard to the regulation of the internal affairs of the corporation.

United Kingdom company law

UK company lawcompany lawcompany
Since the Report of the Committee on Company Law Amendment, chaired in 1945 by Lord Cohen, led to the Companies Act 1947, as members and voters in the general meeting of public companies, shareholders have the mandatory right to remove directors by a simple majority, while in Germany, and in most American companies (predominantly incorporated in Delaware) directors can only be removed for a "good reason".

Statute

statutorystatutesAct
The Delaware General Corporation Law (Title 8, Chapter 1 of the Delaware Code) is the statute governing corporate law in the U.S. state of Delaware.

U.S. state

StatestatesU. S. state
The Delaware General Corporation Law (Title 8, Chapter 1 of the Delaware Code) is the statute governing corporate law in the U.S. state of Delaware.

Public company

Publicpublicly tradedpublicly traded company
Over 50% of publicly traded corporations in the United States and 60% of the Fortune 500 are incorporated in the state.

Fortune 500

Fortune 100Fortune 500 companiesFortune'' 500
Over 50% of publicly traded corporations in the United States and 60% of the Fortune 500 are incorporated in the state.

New Jersey

NJState of New JerseyJersey
Following the example of New Jersey, which enacted corporate-friendly laws at the end of the 19th century to attract businesses from New York, Delaware adopted on March 10, 1899, a general incorporation act aimed at attracting more businesses.

New York (state)

New YorkNew York StateNY
Following the example of New Jersey, which enacted corporate-friendly laws at the end of the 19th century to attract businesses from New York, Delaware adopted on March 10, 1899, a general incorporation act aimed at attracting more businesses.

Court of equity

chancerycourts of equityequity court
Disputes over the internal affairs of Delaware corporations are usually filed in the Delaware Court of Chancery, which is a separate court of equity, as opposed to a court of law.

Court

court of lawcourtscourts of law
Disputes over the internal affairs of Delaware corporations are usually filed in the Delaware Court of Chancery, which is a separate court of equity, as opposed to a court of law.

Interest

simple interestrate of interestinterest rates
Delaware has also attracted major credit card banks because of its relaxed rules regarding interest.

Usury

usurerusurioususurers
Many U.S. states have usury laws limiting the amount of interest a lender can charge.

Control premium

premiumpremium for controlhalf the value
The forced sale of TransPerfect is the first time a company that did not meet the criteria for receivership and mandated sale under Delaware law was being forced to dissolve, to award one board member who wanted to exit with a control premium.

Rudy Giuliani

Rudolph GiulianiRudolph W. GiulianiGiuliani
Former New York Mayor Rudolph Giuliani has taken an interest in this case because he views it as "contradictory" to the Delaware corporate laws.

Income tax

income taxesincometaxes
Delaware charges no income tax on corporations not operating within the state, so taking advantage of Delaware's other benefits does not result in taxation.

Lost, mislaid, and abandoned property

derelictunclaimed propertyabandoned property
Under U.S. Supreme Court precedent, the state of incorporation gets to keep any abandoned and unclaimed property, such as uncashed checks and unredeemed gift certificates, if the corporation does not have information about the location of the owner of the property.