The Delaware General Corporation Law of 1899, with ancient mystical notations
I’m kind of late in noticing this but I just found this article. In 2010, satirical newspaper The Onion published 20,000 Sacrificed In Annual Blood Offering To Corporate America, which includes this reference to the Delaware General Corporation Law: “A joyful noise filled the hall as the priest pulled the first virgin’s heart from her chest and recited the ancient, mystical section 102(a)(3) of the Delaware General Corporation Law.”
Like much of the Onion it’s only mildly amusing, but whoever wrote that actually read the Delaware General Corporation Law. Section 102(a)(3) is “The nature of the business or purposes to be conducted or promoted. It shall be sufficient to state, either alone or with other businesses or purposes, that the purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware, and by such statement all lawful acts and activities shall be within the purposes of the corporation, except for express limitations, if any;”
If you were going to intone a section of the Delaware General Corporation Law, which one would you pick? I think I’d go with section 397 “Whoever prints or publishes this chapter without the authority of the Secretary of State of this State, shall be fined not more than $500 or imprisoned not more than 3 months, or both.”
Wilmington law firm Potter Anderson & Corroon has offered eDelaware, featuring full text of Delaware corporation, business entities and Uniform Commercial Code laws and case law summaries for some time now. But I’ve never had the chance to try it out because it was only available for Blackberry.
Now they’ve rolled out an iPhone/iPad version so I installed it out on my iPad to give it a try. The app includes full text of the Delaware General Corporation Law, the Statutory Trust Act, LLC Act, Revised Uniform Partnership Act, Revised Uniform Limited Partnership Act and Articles 8 and 9 of the Delaware Uniform Commercial Code. All of these are downloaded onto your iPad so you can easily access them even when you don’t have internet access.
Also included are summaries of recent Delaware cases written by Potter Anderson attorneys. The most recent case summary when I checked today was for a case decided on April 10, 2012 so they are keeping it up to date.
This will be a handy app for anyone interested in Delaware corporation law. And best of all it’s free. You can install it through the iTunes app store.
Widener Law professor Paul Regan was part of a panel on Delaware: The First State for Corporation Law at the 2011 Annual Meeting of the American Association of Law Libraries. Other speakers were: Randy J. Holland, The Supreme Court of Delaware; Robert S. Saunders, Skadden, Arps, Slate, Meagher & Flom LLP; and Andrea B. Unterberger, Corporation Service Company. The moderator was Leslie Corey Leach of Skadden, Arps, Slate, Meagher & Flom LLP.
We have Leslie’s great handout on sources for Delaware corporation law research available for download in case you missed it.