Specific Law Flashcards

Under the Delaware General Corporation Law (DGCL), what vote is generally required for stockholders to approve a merger?

Answer: A majority of the outstanding shares entitled to vote

DGCL Section 251 requires approval by a majority of the outstanding stock entitled to vote on the merger.

Which Delaware court has exclusive original jurisdiction over most equitable claims, including fiduciary duty disputes involving corporations?

Answer: The Court of Chancery

The Court of Chancery is Delaware's court of equity and hears fiduciary duty and other equitable corporate disputes.

Under DGCL Section 102(b)(7), a Delaware corporation's charter may exculpate directors from personal liability for breaches of which duty?

Answer: The duty of care

Section 102(b)(7) permits exculpation only for duty of care breaches, not loyalty or bad faith conduct.

In Delaware, a stockholder demanding to inspect corporate books and records under DGCL Section 220 must state what?

Answer: A proper purpose reasonably related to their interest as a stockholder

Section 220 requires the stockholder to demonstrate a proper purpose reasonably related to their interest as a stockholder.

What is the default standard of review Delaware courts apply to disinterested board decisions?

Answer: The business judgment rule

Absent conflicts or special circumstances, Delaware courts presume directors acted on an informed basis and in good faith under the business judgment rule.

Under Delaware law, a holographic (entirely handwritten but unwitnessed) will is:

Answer: Invalid, because Delaware requires two witnesses for all wills

Delaware does not recognize holographic wills; a valid will must be in writing, signed, and attested by two witnesses.

The statute of limitations for most personal injury actions in Delaware is:

Answer: Two years

Under 10 Del. C. Section 8119, personal injury claims must be brought within two years of the injury.