Delaware General Corporation Law

Originally enacted in 1898, the DGCL is one of the world’s most significant company law statutes. This is because its management-friendly provisions make Delaware by far the most popular state in the U.S. for incorporating a company; indeed more companies in the Fortune 500 are incorporated in the State of Delaware than in any other U.S. state.

The DGCL is considered in particular to afford incumbent management more substantial protections against their easy removal by corporate raiders than the law of other states. The provisions and application of the DGCL is frequently at the center of hostile takeovers and other corporate controversies in the United States and worldwide. In recent years, and particularly since the highly publicized corporate scandals involving Enron and other U.S.-based corporations, some politicians and commentators have increasingly called for a federal corporation law, but such efforts have been so far been effectively rebuffed. Most cases involving the DGCL are initially heard before the Delaware Court of Chancery. See Revlon Duties.

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