The Genius of the Modern Chancery System

Abstract

The Delaware Court of Chancery has developed a transactional jurisprudence that blends the oldest traditions of equitable judging with a modern regulatory sensibility. Chancery’s innovation is its deployment of common law methods to recreate the policymaking toolbox of a regulatory agency. Through its considered use of dictum, frequent engagement with practitioners and scholars of corporate law, and expert adjudication of a large and representative sample of shareholder lawsuits challenging public company deals, the Court has largely captured the substantive and procedural benefits of notice-and-comment rulemaking in announcing and developing Delaware corporate law.