Delaware Litigation Lawyer & Attorney : Francis G. X. Pileggi : Corporate, Business, Commercial, Delaware Chancery Court

Prof. Larry Ribstein has a post here about an issue that Sunrise Senior Living is confronting (as reported by the New York Times), regarding tension between a Delaware statute requiring annual meetings and the apparent inability, currently, of Sunrise to comply  with a federal requirement that it have audited financial statements completed and included in its proxy materials before holding an annual meeting.

The  good professor has a link  here to his discussion of a prior Delaware Chancery Court decision that decided that issue in favor of enforcing the Delaware statutory shareholder right to require annual meetings even if to do so might violate a federal prerequisite that the company cannot satisfy.

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The Delaware Legislature recently amended the Delaware State Constitution to allow the SEC to ask the Delaware Supreme Court to answer questions of Delaware law. Previously, Delaware's high court was only procedurally authorized to accept certified questions of Delaware law from  trial courts in Delaware and Federal Courts around the country, as well as the high courts of each state. Here is a front page article from the local paper, the News Journal of Wilmington, Delaware,  on May 19, 2007, with more background details.

UPDATE: Wow. My post was cited here by The Wall Street Journal Law Blog.

UPDATE II:  Here is a post by Prof. Gordon Smith with a link to the actual text of the amendment and his observation that this may be the most important development in Delaware law in the over 100 years since Delaware took over from New Jersey as a favored home for corporations. Also, here is insightful commentary from Prof. Stephen Bainbridge with links to his related writings on the topic as well as links to Prof. Ribstein's commentary on this key matter.

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