Delaware Rules

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IN THIS REPORT

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Delaware is home to one of the most powerful court systems in the world, the Court of Chancery. Two decades ago, the court's decisions set the ground rules for corporate poison pills and mergers and acquisitions. Now, it is gearing up for new fights over executive compensation, director independence, and the burning question of whether shareholders can adopt bylaws that trump board decisions.

FEATURE ARTICLE
Delaware Rules
Heated debates over governance, director independence, and executive pay will likely be resolved in Delaware's Chancery Court.


ONLY ON CFO.COM: INSIDE THE DELAWARE COURTS
Legal Levity
Chancery judges lighten the heaviness of their disputes.
Disney's Deeper Meaning
Chancery is proud of its time in the national spotlight.
Time And Time Again
One case Delaware's chancellor might like to have back.

RECOMMENDED READING
Humble Depot?
Home Depot's CFO says a "miserable" week of shareholder complaints convinced the company to promise to revert to its traditional annual meeting format. Critics say that's not enough.
Across the Board
Spurred by regulatory change, directors and CFOs forge a new relationship.
Influential Delaware Judge Slams Sarbox
Describes it as a ''strange stew'' that couples sensible ideas with ''narrow provisions of dubious value.''
Judgment Calls
Recent shareholder suits may be opening cracks in the protection afforded by the business-judgment rule.
Hunting Disney
Big media gets bigger; big bosses are cut down to size.
Board-ing School
A growing number of programs are being offered to teach board-member skills.

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