According to the Delaware Division of Corporations' website, more than 980,000 business entities are currently formed under Delaware law, including more than half of all publicly traded U.S. companies and more than 63 percent of the Fortune 500.

In a recent decision in In re Tropicana Entertainment, the U.S. Court of Appeals for the Third Circuit affirmed the denial of a substantial contribution claim filed by the Ad Hoc Consortium of Senior Subordinated Noteholders.

Appellants must justify the need for staying a court’s decision on four criteria, and here, the Third Circuit found that the burden was not met for any of them.

Legislation amending the General Corporation Law of the State of Delaware was adopted by the Delaware General Assembly and was signed by the Governor of the State of Delaware on June 29, 2012.

In recent months, Delaware courts have addressed a number of issues important to Delaware corporations and their advisors.

In In re Synthes, Inc. Shareholder Litigation, the Court of Chancery dismissed an amended class action complaint alleging that Synthes, Inc.’s chairman and controlling shareholder Hansjoerg Wyss and its board of directors breached their fiduciary duties by approving a merger with Johnson & Johnson.

In a summary proceeding under Section 225 of the Delaware General Corporation Law, the Court of Chancery in Keyser v. Curtis, applied the entire fairness test to a sole director’s effort to prevent stockholders from electing a new board by issuing a new series of preferred stock with powerful voting rights to himself for one cent per share, held that the issuance was not entirely fair, and determined that the newly issued stock could not be counted in determining whether the plaintiff-stockholders had delivered sufficient written consents to elect a new board.

In In re Appraisal of Orchard Enterprises, Inc., the Court of Chancery, in a post-trial decision, determined that the petitioners, certain common stockholders of The Orchard Enterprises, Inc., were entitled to $4.67 per share, rather than the $2.05 per share they received in a going-private transaction.

In Martin Marietta Materials, Inc. v. Vulcan Materials Co., the Delaware Supreme Court affirmed the Court of Chancery’s decision enjoining Martin Marietta Materials, Inc. from taking any action in connection with its hostile takeover bid for Vulcan Materials Co., including proceeding with its exchange offer and prosecuting its proxy contest, for a period of four months, in order to remedy Martin’s breach of two confidentiality agreements between the companies.

In Zucker v. Andreessen, the Court of Chancery applied the heightened pleading burden under Court of Chancery Rule 23.1 and dismissed a derivative complaint for failure properly to allege demand futility.