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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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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