More than two-thirds of Fortune 500 companies are incorporated in Delaware. The reason is not geography, and it is not tax — it is law. Delaware’s General Corporation Law, the Court of Chancery, and more than two centuries of judicial decisions have built a body of corporate law that is more developed, more sophisticated, and more predictable than what exists anywhere else in the United States. Businesses from across the country choose Delaware as their corporate home specifically to take advantage of it.
For Delaware businesses, that legal infrastructure is a daily reality. At Akin & Herron, P.A., we represent businesses, owners, and individuals in corporate, transactional, and business litigation matters across Delaware.
The Delaware General Corporation Law
The Delaware General Corporation Law (DGCL), codified in Title 8 of the Delaware Code, is the most influential corporate statute in the country. It governs formation, governance, mergers, fiduciary duties, shareholder rights, derivative actions, and dozens of other corporate matters. The DGCL is amended frequently, often in response to judicial decisions from the Court of Chancery, in a feedback loop that keeps Delaware corporate law current with how business is actually done.
For closely-held Delaware companies, the DGCL provides the framework. The actual day-to-day operation depends on the certificate of incorporation, the bylaws, shareholder agreements, and any operating agreements or partnership agreements that supplement the statutory defaults.
The Delaware LLC Act Is Equally Important
Many businesses incorporate as corporations under the DGCL. Many more form as LLCs under the Delaware Limited Liability Company Act (Title 6, Chapter 18). The Delaware LLC Act provides extraordinary flexibility — allowing parties to define their relationships almost entirely by contract, with limited mandatory statutory provisions. The phrase “freedom of contract” appears expressly in the Act, and Delaware courts give it real meaning.
That flexibility is also a risk. A poorly drafted LLC agreement can produce outcomes none of the members intended, and the courts will generally enforce the agreement as written. The work of drafting these agreements carefully is among the most consequential business law work we do.
Business Matters We Handle
Our business and corporate practice supports clients with:
- Corporate formation under the DGCL
- LLC formation under the Delaware Limited Liability Company Act
- Limited partnerships and statutory trusts
- Certificate of incorporation drafting, bylaws, and corporate governance documents
- LLC operating agreements and partnership agreements
- Shareholder agreements and buy-sell agreements
- Commercial contract drafting and review
- Vendor, distribution, and licensing agreements
- Employment agreements and independent contractor arrangements
- Non-compete and non-solicitation agreements
- Business purchase and sale transactions (asset and stock)
- Mergers and corporate reorganizations
- Commercial real estate transactions
- Business succession planning
- Closely-held business disputes
- Derivative actions and shareholder litigation in the Court of Chancery
- Business litigation in the Superior Court Complex Commercial Litigation Division
The Court of Chancery Question
Many Delaware business disputes end up in the Court of Chancery, which has equity jurisdiction over a wide range of corporate matters. The Chancery Court hears cases without juries — every matter is decided by the Chancellor or one of the Vice Chancellors, in opinions that are typically written and often nationally cited. The court’s docket includes derivative actions, shareholder disputes, fiduciary duty cases, statutory appraisal proceedings, and corporate dissolutions, among many other matters.
For Delaware businesses, having counsel familiar with both the substantive corporate law and the Chancery Court’s procedural practices is genuinely important.
How We Approach the Work
Business law is most valuable before disputes develop. The operating agreement drafted carefully at formation prevents the partnership dissolution litigation five years later. The buy-sell agreement signed when relationships are good resolves the buyout question when relationships are bad. The well-drafted contract resolves the dispute before it becomes a lawsuit. We approach business work with that preventive mindset, while remaining fully prepared to litigate when prevention is no longer the question.
Contact Akin & Herron, P.A.
If you need business or corporate counsel in Wilmington or anywhere in Delaware, contact Akin & Herron, P.A. to schedule a confidential consultation.