Is The Delaware General Corporation Law Really A Modern Corporate Law?

(…) It was only after New Jersey enacted the anti-corporate “Seven Sisters” laws in 1913, that Delaware began its assent as the leading state for incorporations.  In the ensuing years, Delaware has amended its general corporation law many times.  In 1953, the Delaware legislature undertook a codification of all of the state’s laws (you will notice that many of the statutory references at the end of sections of the DGCL date to 1953).  As a result, the general corporation law was rearranged but not substantively changed.  The current arrangement and numbering date from 1953.  In 1967, the legislature enacted a bill revising the general corporation law.  Thereafter, the Delaware legislature has continued to amend the law.  As the foregoing very brief history suggests, the DGCL is actually a nineteenth century law that has been rearranged, revised and amended over more than a century.

Because the DGCL has been the product of continuous evolution, it isn’t as well organized as other state corporation statutes.  California’s General Corporation Law, for example, defines terms at the beginning of the law and then uses those terms throughout the law.  The DGCL, in contrast, tends to define terms in specific sections and limit those definitions to those sections

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Ivan Tchotourian

Ce contenu a été mis à jour le 31 mars 2016 à 21 h 43 min.