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Delaware Laws Governing Business Entities Annotated

Legal professionals depend on up-to-date court decisions to transact business and counsel clients

Despite the ongoing pandemic courts in Delaware and around the country kept active, handing down important decisions that impact transactional work, corporate disputes, and the management of business entities.

For business attorneys and their staff, access to the most up-to-date case law is mission-critical. A missed case note could jeopardize a deal or put an entity’s good standing at risk.

CSCPublishing releases Delaware Laws Governing Business Entities Annotatedits flagship publication—twice a year to ensure that practitioners have access to the very latest case law. In the latest Spring 2022 edition, you’ll find more than 75 new case notes from Delaware state courts and from courts in other jurisdictions applying Delaware business entity law. We’ve also included six new full text cases in Volume 2 focusing on the latest legal developments concerning merger, appraisal rights, demand futility, fiduciary duties of partners, and private placement of common stock. The Table of New Annotations lists newly added cases and gray bars in the body of the book indicate where they’ve been inserted.

This latest edition is updated through Act Chapter 268 of the 151st General Assembly, and the Rules of the Court of Chancery have been updated through February 1, 2022. The Table of Sections Affected lists legislative changes, and Blackline Amendment notes in the statutory content indicate the changes made.  Unique features such as the legislative analysis and special commentary provide additional resources and valuable insight for legal professionals working with Delaware entities.

A comprehensive Fee Schedule provides up-to-date information for calculating annual franchise taxes and other related business entity fees. The book also includes online access to more than 150 forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all business entity types in Delaware via the LexisNexis Bookstore download center. A listing of the forms and contact information for Delaware’s Division of Corporations can be found in the book’s appendix.

The Spring 2022 Edition of Delaware Laws Governing Business Entities is available as a two-volume softbound book or as an ebook, compatible with dedicated e-reader devices, computers, tablets and smartphones that use e-reader software or applications. It’s also available on the LexisNexis Digital Library.

Other essential resources for Delaware business entity law


Delaware contract law frequently governs the formation, interpretation, and enforcement of high-stakes commercial agreements throughout the United States; it also underpins the nation’s predominant corporation and business entities laws.

Citing more than 3000 authorities spanning more than 100 years, Voss on Delaware Contract Law provides an unprecedented review of that immense body of law.

Transactional attorneys and litigators will benefit from easy access to thousands of thoughtfully selected and organized quotations of cases, statutes, and rules, as well as harder-to-find court orders and transcripts, covering subjects from contract interpretation to contract-related torts, remedies, and comparative law. To further streamline research, this resource contains an innovative “Contract Typology” section, which surveys authorities by type of contract, clause, and phrase, to help identify type-specific considerations and interpretations pertinent to contract drafting and dispute resolution.

“This superb treatise provides an unprecedented compilation of Delaware’s vast contract-related jurisprudence. Practitioners and jurists will benefit from this comprehensive, expert analysis of the fundamental contract principles that have helped to make Delaware the forum of choice for business formations and transactions.” —Randy J. Holland, Retired Justice, Delaware Supreme Court.


More Delaware limited liability companies are formed each year than any other Delaware business entity. Symonds & O’Toole on Delaware Limited Liability Companies—referred to in a Delaware Court of Chancery decision as “the leading Delaware LLC treatise”—offers workable solutions for even the most complex transactions and practical insight into case law interpreting the statute, to help practitioners provide the best possible representation and advice to clients looking to make the most of their Delaware LLCs.

Co-author Matthew J. O’Toole is a partner, and co-author Robert L. Symonds, Jr. is a retired partner, at Potter Anderson & Corroon LLP in Wilmington Delaware. Mr. Symonds is one of the original drafters of the Delaware Limited Liability Company Act. Mr. O’Toole is the immediate past chair, and Mr. Symonds is a former chair, of the Delaware State Bar Association committee responsible for proposing amendments to that statute and to Delaware’s limited partnership and general partnership laws.

To learn more about Delaware Laws Governing Business Entities Annotated, Voss on Delaware Contract Law, and Symonds & O’Toole on Delaware Limited Liability Companies, call 1.800.533.1637 or visit us online at