Delaware Court of Chancery

The Delaware Court of Chancery is a court of equity in the State of Delaware and one of the most significant judicial bodies in the United States for the resolution of corporate and business disputes. It is a court of equity in the U.S. state of Delaware and one of Delaware's three constitutional courts, along with the Delaware Supreme Court and the Delaware Superior Court. Known for handling complex business and corporate law cases, it is a specialized court of equity, meaning it resolves disputes by applying principles of fairness rather than strictly following legal codes. Delaware houses the nation's oldest business court — the Delaware Court of Chancery, established in 1792. With more than two centuries of jurisprudence behind it, the Court has shaped American corporate law in ways that extend far beyond Delaware's borders, and its decisions are studied and cited by courts and legal scholars nationwide.

History and Origins

The earliest roots of the Delaware Court of Chancery reach back to the King's Chapel in feudal England. The history of the Court stems back to the English common law system, in which separate courts were established to hear law and equity matters. The sole English court of equity was the Court of Chancery. Along with the remainder of the original Thirteen Colonies, Delaware imported the English concept of common law, which included establishing a separate Court of Chancery.

In its first Constitution, the Delaware Constitution of 1776, there was no special provision for a court of equity. However, when the constitution was revised in the Delaware Constitution of 1792, a separate Court of Chancery was established. When Delaware created its Court of Chancery in 1792, it contradicted a historical trend in eighteenth century America away from chancery courts. Some states had abandoned their chancery courts during the colonial period or at the time of the Revolution, and still others never established a separate court of chancery at all. After the Revolution, most states began moving toward consolidation of jurisdiction so that the same judges would sit in equity and law.

Delaware's decision to establish a separate Court of Chancery appears to stem from two factors: Delaware's unique colonial history produced a compatible political climate; and, the status of Chief Justice William Killen provided the particular political impetus. William T. Quillen and Michael Hanrahan in their Short History of the Delaware Court of Chancery repeat the "folklore of the Delaware bench and bar," saying that the impetus for creating a Court of Chancery was to provide a new judicial seat for Delaware's first Chancellor, William Killen. Killen was the elderly and highly respected incumbent Chief Justice of Delaware, and when George Read was considered to be the new Chief Justice, he refused unless adequate provisions were made for Killen. A separate Court of Chancery under Killen was the solution.

As the legal system evolved in England, the English Court of Chancery was eventually abolished by the Judicature Act 1873–75, and its powers merged into what was then called the Supreme Court of Judicature. This was prompted in part by similar reforms which had taken place elsewhere, notably the abolition of the New York Court of Chancery in 1847. Most American jurisdictions followed the reforms in New York and England. Delaware did not follow suit, and its Court of Chancery has remained a standalone court of equity ever since.

Unlike its extinct English ancestor, the High Court of Chancery of Great Britain, Delaware's Court of Chancery has never become so bound by procedural technicalities and restrictive legal doctrines that it has failed the fundamental purpose of an equity court — to provide relief suited to the circumstances when no adequate remedy is available at law.

Jurisdiction and Powers

The Court of Chancery has jurisdiction to hear and determine all matters and causes in equity. The general equity jurisdiction of the Court is measured in terms of the general equity jurisdiction of the High Court of Chancery of Great Britain as it existed prior to the separation of the American colonies. The Delaware General Assembly may confer upon the Court of Chancery additional statutory jurisdiction.

In today's practice, the litigation in the Court of Chancery consists largely of corporate matters, trusts, estates, and other fiduciary matters, disputes involving the purchase and sale of land, questions of title to real estate, and commercial and contractual matters in general. Article IV, Section 10 of the Delaware Constitution establishes the Court and provides that it "shall have all the jurisdiction and powers vested by the laws of this State in the Court of Chancery." Title 10, Section 341 of the Delaware Code states that the Court "shall have jurisdiction to hear and determine all matters and causes in equity."

The Court's most significant power is its ability to issue preliminary and permanent injunctions and temporary restraining orders. This is frequently exercised in the context of disputes involving mergers and acquisitions or sales of corporations, wherein a corporate suitor or a shareholder will attempt to enjoin — that is, prevent — the sale or merger of a corporation, claiming that their stock value has been diluted.

Instead of awarding monetary damages, equity law offers remedies like injunctions, specific performance — requiring a party to fulfill a contract — or rescission, such as canceling a contract and restoring parties to their original state. The Court of Chancery's decision can be appealed to the Delaware Supreme Court, whose decision is final unless appealed to the Supreme Court of the United States.

Structure and Judicial Officers

The Court of Chancery consists of one Chancellor, six Vice Chancellors, and seven Magistrates in Chancery. The Chancellor and Vice Chancellors are nominated by the Governor and must be confirmed by the Senate for 12-year terms, and must be learned in the law. The Chancellor and Vice Chancellors must also be Delaware citizens. The Magistrates in Chancery are selected by and serve at the pleasure of the Chancellor.

The Court sits without a jury. All issues of fact are determined by the presiding Chancellor or Vice Chancellor. The Court has the discretion to appoint an advisory jury if it so desires, but this power is practically never exercised.

The Chancellors are skilled and experienced in corporate law; thus there is no need to educate an uninformed jury on the intricacies of Delaware corporate law, which saves time and legal fees. Chancellors rely on more than 200 years of case law in making their rulings, which tends to make their decisions more predictable than those made by juries and makes businesses more confident of a decision based on law and precedent rather than emotions and prejudices.

In 1949, the Delaware Constitution provided for the office of Vice Chancellor as a judge, with nomination by the governor and confirmation by the senate, and a 12-year term. In 1951, the legislature amended the constitution again and created a three-member Supreme Court with appellate jurisdiction in certain criminal and civil matters, including final judgments and other orders of the Court of Chancery.

The Honorable Chancellor Kathaleen St. J. McCormick was sworn in as Chancellor of the Court of Chancery on May 6, 2021, having first joined the Court as Vice Chancellor on November 1, 2018. Prior to joining the Court, Chancellor McCormick was a partner in the Delaware law firm Young Conaway Stargatt & Taylor, LLP, where she focused her practice on litigating internal governance and corporate disputes, primarily in the Court of Chancery.

Role in Corporate Law

Over time, as Delaware became a hub for corporate registration, the Court's focus shifted to corporate law. This transformation began in the early 20th century when Delaware adopted business-friendly incorporation laws. Companies from across the U.S. started incorporating in Delaware, giving the Court of Chancery jurisdiction over many of their legal disputes.

In 1899, Delaware enacted its General Corporation Law, establishing a business-friendly legal framework. This attracted companies to incorporate in Delaware, gradually focusing the Court of Chancery on corporate law matters. In 1967, Delaware revamped its General Corporation Law, further solidifying its reputation as a top state for incorporation, and the Court of Chancery's role in interpreting these laws became increasingly significant.

More than two-thirds of Fortune 500 companies are incorporated in the state, and Delaware is home to more than 1.8 million corporations — more than the number of residents in the state. Seventy-five percent of U.S. initial public offerings involve Delaware corporations.

Because of the extensive experience of the Delaware courts, Delaware has a more well-developed body of case law than other states, which serves to give corporations and their counsel greater guidance on matters of corporate governance and transaction liability issues. This expertise enables both the Court of Chancery and the Delaware Supreme Court to respond in a matter of weeks, if not days, to requests for preliminary injunctive and other equitable relief in connection with challenges to complex mergers and acquisitions and other major corporate transactions.

The Court finds itself increasingly asked to rule on issues around the nation's avalanche of merger and acquisition cases. The cases often center on whether boards of directors supplied inadequate information or misinformation to shareholders when seeking approval for a merger or related actions. The Court may find a breach of duty if misrepresentations were significant enough to have affected a shareholder's decision on how to vote.

In the 1990s, the Court expanded its jurisdiction to address disputes involving alternative entities like limited liability companies (LLCs) and partnerships, reflecting changes in business practices.

Landmark Cases and National Significance

The Court's role as arbitrator of corporation takeover fights brought it national prominence even beyond the corporate bar, with the Court's decisions largely turning on application of an ancient trust concept of fiduciary duty.

Landmark cases like Unocal Corp. v. Mesa Petroleum Co. and Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc. in 1985 clarified directors' duties in takeover scenarios. These rulings became foundational in corporate law nationwide.

In 1952, the Court of Chancery and the Supreme Court held in Gebhart v. Belton — the only Brown court case filed in a state court — that the operation of segregated school systems in Delaware was unlawful, two full years before the U.S. Supreme Court would do so in Brown v. Board of Education.

As noted by Vice Chancellor Leo E. Strine Jr. in litigation involving the Topps Company, Delaware has an important policy interest in having its courts speak first on emerging issues of Delaware corporate law, such as going-private transactions and options backdating, creating a jurisprudence upon which directors and stockholders may rely with confidence.

The role of procedural and doctrinal inflexibility in the decline of England's Chancery Court contrasts with the determination of Delaware's Chancellors over two centuries to eschew broad rules in favor of specific holdings and carefully crafted remedies that address the particular circumstances of the case at hand. Delaware's Court of Chancery plays an important role in shaping corporate law nationwide, and its decisions often influence how companies are run and how they resolve conflicts.

Court Locations

The Court of Chancery maintains offices across Delaware's three counties to serve litigants throughout the state. Court locations include the Leonard L. Williams Justice Center in Wilmington, the Kent County Courthouse in Dover, and the Court of Chancery Courthouse in Georgetown. As of February 24, 2026, the Register in Chancery for New Castle County relocated from the 11th floor to the 7th floor of the Leonard L. Williams Justice Center in Wilmington. The Register in Chancery is responsible for managing court filings and records and assists litigants and members of the public in court business, including in-person at its office in each of Delaware's three counties.

All filings in civil actions in the Court of Chancery must be electronically filed through File & ServeXpress by an attorney licensed to practice in Delaware.