Dictum in Alternative Entity Jurisprudence and the Expansion of Judicial Power in Delaware
Chapter in Research Handbook on Partnerships, LLCs and Alternative Forms of Business Organizations (Robert W. Hillman & Mark J. Loewenstein, Eds.) (Edward Elgar 2015)
19 Pages Posted: 13 Oct 2014 Last revised: 5 Jan 2016
Date Written: August 20, 2014
The liberal use of dictum by the Delaware courts to address matters unnecessary to the resolution of the disputes with which they are presented is a celebrated facet of the state’s rich corporate law tradition. Indeed, academics, practitioners and jurists alike have praised the judicial practice as a distinctive and invaluable feature of Delaware corporate law — a vital reason for the state’s success in attracting corporate charters. Less noticed, however, is dictum’s role in Delaware’s burgeoning unincorporated alternative entity jurisprudence. As this chapter shows, when one probes Delaware’s limited partnership and limited liability company decisions, one sees the same judicial hallmarks of dictum familiar to the state’s corporate law precedents. This use of dictum, in both the corporate and alternative entity contexts, in turn represents only one facet of a larger legal system that has evolved in Delaware to empower the state bench to act as the chief regulator of all Delaware businesses.
Keywords: corporate law, Delaware, chancery court, dicta, dictum, LLCs, limited liability companies, LPs, limited partnerships, alternative entities
JEL Classification: K10, K20, K22, K41
Suggested Citation: Suggested Citation