Delaware Supreme Court
Encyclopedia
The Supreme Court of Delaware is the sole appellate court in the United States
' state of Delaware
. Because Delaware is a popular haven for corporation
s, the Court has developed a worldwide reputation as a respected source of corporate law
decisions, particularly in the area of mergers and acquisitions
.
over direct appeals from the Superior Court
, Family Court, and Court of Chancery
. Because it is the only appellate court in the state, its jurisdiction over appeals from final orders is mandatory. However, it has discretionary jurisdiction
over appeals from interlocutory orders.
The Court has original jurisdiction
over writ
s of mandamus
, prohibition
, and certiorari
. In addition, the Court regulates and has exclusive jurisdiction
over matters concerning the admission and discipline of lawyers, the Lawyers' Fund for Client Protection, continuing legal education
requirements, and the unauthorized practice of law.
Constitutionally, the Chief Justice is the chief administrative officer of the entire Delaware judicial system and has the responsibility for securing funding for the courts from the Delaware General Assembly.
Most cases are heard by a panel of three justices. In certain cases set forth in Rule 1 of the Court's Rules, the Court will sit en banc. These cases include cases where a criminal defendant has been sentenced to death, where the three justice panel cannot reach a unanimous decision, or where the Court has been asked to modify or overrule existing precedent.
In cases being heard by a three justice panel, the lawyers presenting argument do not know the identity of the justices hearing the argument until the justices enter the courtroom.
Arguments are normally held each Wednesday beginning at 10:00 a.m. in Dover
, the state capital. Occasionally, the Court will hear arguments in special locations, such as the Widener University School of Law
. The Court has a courtroom in Wilmington
, but it is rarely used.
in 1951. Before that, the Court had operated under the Delaware Constitution of 1897 as a unique "leftover-judge" system, wherein appeals were heard by a panel of three judges from either the Superior Court or the Court of Chancery who were not involved in the matter on appeal. In 1978, the Court's size was expanded from three to its current complement of five. Prior to 1897, Delaware's highest court was the Court of Errors & Appeals, which operated under a similar "leftover-judge" system.
United States
The United States of America is a federal constitutional republic comprising fifty states and a federal district...
' state of Delaware
Delaware
Delaware is a U.S. state located on the Atlantic Coast in the Mid-Atlantic region of the United States. It is bordered to the south and west by Maryland, and to the north by Pennsylvania...
. Because Delaware is a popular haven for corporation
Delaware corporation
The Delaware General Corporation Law is the statute governing corporate law in the state of Delaware. Delaware is well known as a corporate haven. Over 50% of U.S...
s, the Court has developed a worldwide reputation as a respected source of corporate law
Corporate law
Corporate law is the study of how shareholders, directors, employees, creditors, and other stakeholders such as consumers, the community and the environment interact with one another. Corporate law is a part of a broader companies law...
decisions, particularly in the area of mergers and acquisitions
Mergers and acquisitions
Mergers and acquisitions refers to the aspect of corporate strategy, corporate finance and management dealing with the buying, selling, dividing and combining of different companies and similar entities that can help an enterprise grow rapidly in its sector or location of origin, or a new field or...
.
Jurisdiction
The Supreme Court has appellate jurisdictionAppellate jurisdiction
Appellate jurisdiction is the power of the Supreme Court to review decisions and change outcomes of decisions of lower courts. Most appellate jurisdiction is legislatively created, and may consist of appeals by leave of the appellate court or by right...
over direct appeals from the Superior Court
Delaware Superior Court
The Delaware Superior Court is the state trial court of general jurisdiction in the state of Delaware. It has original jurisdiction over most criminal and civil cases...
, Family Court, and Court of Chancery
Delaware Court of Chancery
The Delaware Court of Chancery is a court of equity in the American state of Delaware. It is one of Delaware's three constitutional courts, along with the Supreme Court and Superior Court.-Jurisdiction:...
. Because it is the only appellate court in the state, its jurisdiction over appeals from final orders is mandatory. However, it has discretionary jurisdiction
Discretionary jurisdiction
Discretionary jurisdiction is a legal term used to describe a circumstance where a court has the power to decide whether to hear a particular case brought before it...
over appeals from interlocutory orders.
The Court has original jurisdiction
Original jurisdiction
The original jurisdiction of a court is the power to hear a case for the first time, as opposed to appellate jurisdiction, when a court has the power to review a lower court's decision.-France:...
over writ
Writ
In common law, a writ is a formal written order issued by a body with administrative or judicial jurisdiction; in modern usage, this body is generally a court...
s of mandamus
Mandamus
A writ of mandamus or mandamus , or sometimes mandate, is the name of one of the prerogative writs in the common law, and is "issued by a superior court to compel a lower court or a government officer to perform mandatory or purely ministerial duties correctly".Mandamus is a judicial remedy which...
, prohibition
Prohibition
Prohibition of alcohol, often referred to simply as prohibition, is the practice of prohibiting the manufacture, transportation, import, export, sale, and consumption of alcohol and alcoholic beverages. The term can also apply to the periods in the histories of the countries during which the...
, and certiorari
Certiorari
Certiorari is a type of writ seeking judicial review, recognized in U.S., Roman, English, Philippine, and other law. Certiorari is the present passive infinitive of the Latin certiorare...
. In addition, the Court regulates and has exclusive jurisdiction
Exclusive jurisdiction
In civil procedure, exclusive jurisdiction exists where one court has the power to adjudicate a case to the exclusion of all other courts. It is the opposite situation from concurrent jurisdiction, in which more than one court may take jurisdiction over the case.Exclusive jurisdiction is typically...
over matters concerning the admission and discipline of lawyers, the Lawyers' Fund for Client Protection, continuing legal education
Continuing Legal Education
Continuing legal education is professional education of lawyers that takes place after their initial admission to the bar. In many states in the United States, CLE participation is required of attorneys to maintain their license to practice law...
requirements, and the unauthorized practice of law.
Constitutionally, the Chief Justice is the chief administrative officer of the entire Delaware judicial system and has the responsibility for securing funding for the courts from the Delaware General Assembly.
Motions
Motions are normally handled in chambers by a motions justice. Arguments on motions are uncommon.Oral argument
While the Court's appellate jurisdiction is mandatory, it is not required to hear oral argument. Approximately 60-75% of its decisions are rendered on briefs. If a case involves a novel question of law or the justices desire clarification, oral argument is called. Each attorney in oral argument is given 20 minutes to present its side, except for capital cases, in which each side is given 30 minutes.Most cases are heard by a panel of three justices. In certain cases set forth in Rule 1 of the Court's Rules, the Court will sit en banc. These cases include cases where a criminal defendant has been sentenced to death, where the three justice panel cannot reach a unanimous decision, or where the Court has been asked to modify or overrule existing precedent.
In cases being heard by a three justice panel, the lawyers presenting argument do not know the identity of the justices hearing the argument until the justices enter the courtroom.
Arguments are normally held each Wednesday beginning at 10:00 a.m. in Dover
Dover, Delaware
The city of Dover is the capital and second largest city in the U.S. state of Delaware. It is also the county seat of Kent County, and the principal city of the Dover, Delaware Metropolitan Statistical Area, which encompasses all of Kent County. It is located on the St. Jones River in the Delaware...
, the state capital. Occasionally, the Court will hear arguments in special locations, such as the Widener University School of Law
Widener University School of Law
Widener University School of Law is the ABA accredited law school of Widener University. The school, founded in 1971 as the Delaware Law School, operates on two of Widener's campuses, one in Wilmington, Delaware, and the other in Harrisburg, Pennsylvania....
. The Court has a courtroom in Wilmington
Wilmington, Delaware
Wilmington is the largest city in the state of Delaware, United States, and is located at the confluence of the Christina River and Brandywine Creek, near where the Christina flows into the Delaware River. It is the county seat of New Castle County and one of the major cities in the Delaware Valley...
, but it is rarely used.
History
The Court, in its current form, was established by means of a constitutional amendmentConstitutional amendment
A constitutional amendment is a formal change to the text of the written constitution of a nation or state.Most constitutions require that amendments cannot be enacted unless they have passed a special procedure that is more stringent than that required of ordinary legislation...
in 1951. Before that, the Court had operated under the Delaware Constitution of 1897 as a unique "leftover-judge" system, wherein appeals were heard by a panel of three judges from either the Superior Court or the Court of Chancery who were not involved in the matter on appeal. In 1978, the Court's size was expanded from three to its current complement of five. Prior to 1897, Delaware's highest court was the Court of Errors & Appeals, which operated under a similar "leftover-judge" system.
Notable cases
- Cheff v. MathesCheff v. MathesCheff v. Mathes, 199 A.2d 548 was a case in which the Delaware Supreme Court first addressed the issue of director conflict of interest in a corporate change of control setting. This case is the predecessor to future seminal corporate law cases including: Unocal Corp. v. Mesa Petroleum Co., Revlon...
(1964): First time Delaware Supreme Court addressed problems of board of director conflict of interest in a takeover setting. In this case, the court applied intermediate scrutiny to the board of director's decision to pay a bidder greenmailGreenmailGreenmail or greenmailing is the practice of purchasing enough shares in a firm to threaten a takeover and thereby forcing the target firm to buy those shares back at a premium in order to suspend the takeover....
, stating that directors must have "reasonable grounds to believe a danger to corporate policy and effectiveness existed by [the bidder's] stock ownership. [D]irectors satisfy their burden by showing good faith and reasonable investigation[.]"
- Smith v. Van GorkomSmith v. Van GorkomSmith v. Van Gorkom 488 A.2d 858 is an important Delaware Supreme Court decision, primarily because of its discussion of a director's duty of care. It is often called the "Trans Union case".-Facts:...
(1985): Expanded the modern doctrine of the business judgment ruleBusiness judgment ruleThe business judgment rule is a US case law-derived concept in corporations law whereby the "directors of a corporation . . . are clothed with [the] presumption, which the law accords to them, of being [motivated] in their conduct by a bona fide regard for the interests of the corporation whose...
to include the duty of care, often called negligence. Under the general business judgment rule, a Delaware court will not second-guess the decisions of a board of directorsBoard of directorsA board of directors is a body of elected or appointed members who jointly oversee the activities of a company or organization. Other names include board of governors, board of managers, board of regents, board of trustees, and board of visitors...
absent a breach of one of three fiduciary duties: good faith, due care, or loyalty. A plaintiff may overcome the business judgment rule and receive a more favorable level of scruity under the "entire fairness" standard if the plaintiff can show that the directors' decision lacked any rational basis (sometimes called waste).
- Unocal v. Mesa Petroleum(1985): a board of directors may only try to prevent a take-over where it can be shown that there was a threat to corporate policy and the defensive measure adopted was proportional and reasonable given the nature of the threat.
- Revlon v. McAndrews & Forbes Holdings, Inc. (1986): If a company is up for sale, the board of directors has a duty to maximize the value of that sale for the shareholder's benefit.
- Mills Acquisition Co. v. Macmillan, Inc. (1989): A board of directors may refuse a takeover attempt without submitting the matter to a vote of shareholders.
- Paramount v. QVCParamount v. QVCIn Paramount Communications, Inc. v. QVC Network, Inc., 637 A.2d 34 , the Delaware Supreme Court clarified the type of transaction that triggers Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc...
(1993):If a board of directors is about to consider selling, dissolving, or transferring control of a corporation, they are prohibited from considering non-shareholder interests and have a duty to maximize shareholder value.
- John Doe No. 1 v. Cahill (2005): An anonymous blogBlogA blog is a type of website or part of a website supposed to be updated with new content from time to time. Blogs are usually maintained by an individual with regular entries of commentary, descriptions of events, or other material such as graphics or video. Entries are commonly displayed in...
ger's IP addressIP addressAn Internet Protocol address is a numerical label assigned to each device participating in a computer network that uses the Internet Protocol for communication. An IP address serves two principal functions: host or network interface identification and location addressing...
will not be revealed via a Doe subpoenaDoe subpoenaA Doe subpoena is a subpoena that seeks the identity of an unknown defendant to a lawsuit. Most jurisdictions permit a plaintiff who does not yet know a defendant's identity to file suit against John Doe and then use the tools of the discovery process to seek the defendant's true name...
directed to his or her internet service providerInternet service providerAn Internet service provider is a company that provides access to the Internet. Access ISPs directly connect customers to the Internet using copper wires, wireless or fiber-optic connections. Hosting ISPs lease server space for smaller businesses and host other people servers...
in a defamation suit, unless the plaintiff has alleged facts sufficient to overcome summary judgmentSummary judgmentIn law, a summary judgment is a determination made by a court without a full trial. Such a judgment may be issued as to the merits of an entire case, or of specific issues in that case....
. This decision has the practical effect of prohibiting SLAPP suits or similar litigation designed to quell dissent or unpopular comment. Cahill was the first suit of its kind in the nation; amicus curiaeAmicus curiaeAn amicus curiae is someone, not a party to a case, who volunteers to offer information to assist a court in deciding a matter before it...
briefs were filed on behalf of the anonymous blogger by the American Civil Liberties UnionAmerican Civil Liberties UnionThe American Civil Liberties Union is a U.S. non-profit organization whose stated mission is "to defend and preserve the individual rights and liberties guaranteed to every person in this country by the Constitution and laws of the United States." It works through litigation, legislation, and...
and the Electronic Frontier FoundationElectronic Frontier FoundationThe Electronic Frontier Foundation is an international non-profit digital rights advocacy and legal organization based in the United States...
.http://www.eff.org/news/archives/2005_10.php
- Unitrin, Inc. v. American General Corp.Unitrin, Inc. v. American General Corp.Unitrin, Inc. v. American General Corp., 651 A.2d 1361 is the leading case on a board of directors' ability to use defensive measures, such as poison pills or buybacks, to prevent a hostile takeover...
(1995): Directors' power to block hostile takeovers
Judicial officers
- Myron T. Steele, Chief Justice
- Randy J. Holland, Justice
- Carolyn Berger, Justice
- Jack B. Jacobs, Justice
- Henry du Pont Ridgely, Justice