Delaware Corporate Law 2020 Year in Review
"You're on mute." We've all become accustomed to this gentle reminder, as we adapted to the new norms and technologies for practicing law in a pandemic. Thankfully for the corporate bar, the Delaware courts did not stay on mute. In fact, Delaware, with its distinctive responsiveness to the needs of its many stakeholders, rose to the occasion and kept the wheels of justice rolling without a hitch.
As closings began in March, the Delaware legislature promptly considered and revised the Delaware General Corporation Law to address issues brought to the forefront, such as emergency bylaws and powers. In the courts, Chief Justice Collins J. Seitz, Jr., who took over as Chief Justice in 2019, led an extraordinary effort to keep the work of the courts moving while implementing measures to protect court personnel, lawyers, and litigants. These protective measures included limiting in-person proceedings and encouraging the use of Zoom conferences and hearings. The Court of Chancery, in particular, quickly pivoted to the use of Zoom for proceedings that were previously handled in court or chambers. The adaption of virtual hearing and trial protocols was critical not only to permit existing matters to proceed, but also to deal with the influx of new cases brought about by the financial uncertainty surrounding the pandemic. As a firm, we are immensely grateful for the courts and staff who rose to the challenge and allowed us to serve our clients during this challenging year.
As we view 2020 in the rear-view mirror, what is most remarkable is the consistent quantity and quality of the judiciary’s work in the face of unprecedented challenges. In addition to its dozens of bench rulings, letter opinions and orders, the Court of Chancery published more opinions in 2020 than 2019. As discussed below, those decisions refined the reach and application of such landmark decisions as Aronson, Caremark, Corwin and MFW. The year also saw the continuing use of books and records demands, resulting in a number of significant cases defining the contours of what a plaintiff may properly inspect. Finally, this was indeed the year of the MAE dispute, resulting from the financial fallout from COVID-19.