ABSTRACT
Since Delaware became a state in 1776, there have been nine eras of Delaware corporate law: the Antecedent Era, the Charter-Mongering Era, the Quiet Era, the Responding Era, the Reformation Era, the Moderating Era, the Generative Era, the Implementing Era, and the Current Era. The Journal of Corporation Law arrived towards the end the Responding Era, and it has helped document developments in Delaware law ever since.
Each era presented the Delaware courts with different challenges. Not surprisingly, those different challenges produced different responses. By examining the changes, an eras tour demonstrates that Delaware has offered a principles-based system in which judges shaped corporate law by ruling on the facts of a particular case within the context of a prevailing legal environment.
This article addresses each era, giving primacy to the five decades of the Journal’s existence in honor of that publication’s Golden Anniversary. Over this period, the Delaware courts have confronted too many issues to cover. This article focuses on three high-profile areas: controller transactions, third-party mergers and acquisitions (M&A), and derivative actions. For each era, the article considers the rules the courts established, the results they reached, and the rhetoric they deployed. The article does not attempt a normative evaluation of each era’s innovations. The goal is not to characterize particular innovations as good or bad but only to show how the Delaware courts have responded dynamically to the challenges of different eras.
Laster, J Travis, An Eras Tour of Delaware Corporate Law (May 9, 2025).
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