Jurisdiction Over Directors and Officers in Delaware
Research Handbook on Representative Stockholder Litigation (Sean Griffith, Et Al., Eds. 2018 Forthcoming)
17 Pages Posted: 31 Oct 2016 Last revised: 5 Aug 2018
Date Written: October 24, 2016
This article is a chapter in a research handbook on stockholder litigation to be published in early 2017. It details the methods by which the Delaware Court of Chancery asserts personal jurisdiction over directors and officers of Delaware corporations. The article begins with a brief background discussion of Delaware’s unique sequestration system that was declared unconstitutional in Shaffer v. Heitner (1977).
It then describes Delaware’s current approach, in which the primary amenability statute is based on implied consent (Section 3114). The article also details the two other amenability approaches for fiduciaries in Delaware litigation, the general long-arm statute (Section 3104) and the common law Conspiracy Theory doctrine.
The article discusses the Delaware Supreme Court’s 2016 decision in Hazout v. Tsang Mun Ting, written by Chief Justice Strine, and also Vice Chancellor Laster’s transcript ruling in Badlands NGLs, LLC v. Cascade Capital Corp. (2015).
Keywords: Delaware, corporations, personal jurisdiction, Hazout, Badlands, Strine, Laster
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