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Delaware Chancery Court Some Observations

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1 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

2 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

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

4 What Makes Delaware Special?
Advantageous statute Depth Chancery Court

5 Delaware Chancery Court
Judiciary Procedure Precedent

6 Business judgment rule
DGCL Flexibility Business judgment rule Choice of law

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

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