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Delaware Chancery Court Some Observations Alexander Cohen, Latham & Watkins LLP OECD Russia Corporate Governance Roundtable Moscow, 25–26 November 2012 Co-sponsored by Informational partner

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OECD Russia Corporate Governance Roundtable Moscow, 25–26 November 2012. Delaware Chancery Court Some Observations. Alexander Cohen, Latham & Watkins LLP. Co-sponsored by. Informational partner. OECD Russia Corporate Governance Roundtable Moscow, 25–26 November 2012. - PowerPoint PPT Presentation

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Page 1: Delaware Chancery Court Some Observations

Delaware Chancery CourtSome Observations

Alexander Cohen, Latham & Watkins LLP

OECD Russia Corporate Governance RoundtableMoscow, 25–26 November 2012

Co-sponsored by

Informational partner

Page 2: Delaware Chancery Court Some Observations

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

Page 3: Delaware Chancery Court Some Observations

Background

US federal system

Corporations creature of state law

Role of the SEC/stock exchanges

3

Page 4: Delaware Chancery Court Some Observations

What Makes Delaware Special?

Advantageous statute

Depth

Chancery Court

4

Page 5: Delaware Chancery Court Some Observations

Delaware Chancery Court

Judiciary

Procedure

Precedent

5

Page 6: Delaware Chancery Court Some Observations

DGCL

Flexibility

Business judgment rule

Choice of law

6

Page 7: Delaware Chancery Court Some Observations

Conclusions

The crystal ball

State/federal balance?

Arbitration?

7


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