CSC Publishing Releases Fall Update of Delaware Laws Governing Business Entities

This post is from Andrea Unterberger of Corporation Service Company. This post is part of the Delaware law series, which is co-sponsored by the Forum and Corporation Service Company; links to other posts in the series are available here.

Corporation Service Company’s publishing division has released the Fall 2008 Edition of Delaware Laws Governing Business Entities, a two-volume set containing annotated Delaware business statutes and other useful research features.

The books, which are published in collaboration with legal publisher LexisNexis, are updated every six months to ensure that readers have access to current statutory information and recent cases, and contain the most recent annotations of judicial decisions applying Delaware business entity law around the country.

The Fall 2008 Edition has been updated to include the latest legislation from the 2008 Regular Session of the Delaware General Assembly, with summaries of all amended statutes describing the changes made, as well as over 50 new case annotations of judicial decisions in all U.S. jurisdictions applying Delaware business entity law. The chapter entitled “Amounts Payable by Business Entities under Delaware Law” reflects changes made to many of Delaware’s filing fees.

Legislative changes include:

• Changes to the Delaware Revised Uniform Limited Partnership Act, including a further clarification of the type of involvement by a limited partner that will not vitiate that partner’s limited liability.
• Changes to the Delaware Limited Liability Company Act, including the broadening of the subject matter jurisdiction of the Court of Chancery.
• Changes to the Delaware General Corporation Law, including significant changes to the available remedies for stockholders denied access to the list of stockholders entitled to vote at a meeting.

The Fall 2008 Edition also contains the full text of eight recent key Delaware court opinions, including:

CA, Inc. v. AFSCME Employees Pension Plan, in which the Delaware Supreme Court found that a stockholder-proposed bylaw mandating reimbursement of proxy expenses was a proper subject for stockholder action but nonetheless would violate Delaware law by failing to reserve the directors’ ability to exercise their fiduciary duties.
Fisk Ventures, LLC v. Segal, in which the Delaware Court of Chancery dismissed claims by an executive officer of a limited liability company for breach of fiduciary duty and tortious interference with his employment contract.
Schoon v. Smith, in which the Delaware Supreme Court found that a director does not have standing to bring a derivative action against the corporation for an alleged breach of fiduciary duty by the other directors.

Additional research features found in Delaware Laws Governing Business Entities include a Table of Sections Affected, and a Table of New Annotations to help identify recently-decided case law; and blacklined amendments that spotlight changes to the law. Also included are legislative summaries prepared by CSC Publishing’s Senior Legal Advisors and Delaware business entity law authorities Robert Symonds and Matthew O’Toole.

The books can be accessed online at The Delaware Business Entity Website at no charge to subscribers. Users have access to the contents of both volumes in a searchable format, with links to statutes, case annotations and the full text of opinions. The site also has annotated forms for Delaware business transactions, sample bylaws and operating agreements.

Until 1 December 2008, CSC© Publishing is inviting subscribers of the Harvard Law School Corporate Governance Blog to use the website free of charge. Simply click here and use the login and password listed below.

Login: cscinfo at
Password: delaware

To order or view Delaware Laws Governing Business Entities, visit or contact a LexisNexis customer service representative at 1.800.833.9844.

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