Delaware Chancery CourtSome Observations

Alexander Cohen, Latham & Watkins LLP

OECD Russia Corporate Governance RoundtableMoscow, 25–26 November 2012

Co-sponsored by

Informational partner

Disclaimer: The views expressed in this presentation are those of the author and do not necessarily represent the opinion of the OECD Russia Corporate Governance Roundtable, the OECD or its Member countries, or of the Moscow Exchange.

OECD Russia Corporate Governance RoundtableMoscow, 25–26 November 2012

Co-sponsored by

Informational partner

Background

US federal system

Corporations creature of state law

Role of the SEC/stock exchanges

3

What Makes Delaware Special?

Advantageous statute

Depth

Chancery Court

4

Delaware Chancery Court

Judiciary

Procedure

Precedent

5

DGCL

Flexibility

Business judgment rule

Choice of law

6

Conclusions

The crystal ball

State/federal balance?

Arbitration?

7