Delaware Chancery Court Some Observations

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Delaware Chancery Court Some Observations 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 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. Co-sponsored by Informational partner

Background US federal system Corporations creature of state law Role of the SEC/stock exchanges

What Makes Delaware Special? Advantageous statute Depth Chancery Court

Delaware Chancery Court Judiciary Procedure Precedent

Business judgment rule DGCL Flexibility Business judgment rule Choice of law

State/federal balance? Conclusions The crystal ball State/federal balance? Arbitration?

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