Adequate remedy at law
A legal remedy—often monetary damages—that is sufficient under the circumstances. Under 10 Del. C. §342, the availability of a sufficient remedy at law can limit Chancery jurisdiction.
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REFERENCE
A plain-English legal glossary
Definitions of terms that recur in Delaware corporate, fiduciary and equity decisions. These summaries are orientation aids; the controlling definition comes from statutes and opinions in context.
32 terms
Appraisal rights
Statutory rights that may allow eligible stockholders who follow strict procedures to seek a judicial determination of the fair value of shares in certain transactions.
Business judgment rule
A deferential standard of review that, when applicable, generally presumes directors acted on an informed basis, in good faith and in the honest belief that the action served the corporation.
Caremark claim
A derivative claim alleging a failure of board oversight. These claims are demanding and turn on particular allegations about board-level systems, oversight and good faith.
Controller
A person or entity that exercises control over a corporation, or in some settings a transaction, under the applicable legal test. Ownership percentage alone may not resolve control.
Derivative action
A lawsuit brought by a stockholder on behalf of the corporation to assert a corporate claim. Special standing and demand requirements may apply.
Direct claim
A claim asserting an injury to the stockholder personally, rather than an injury belonging to the corporation.
Duty of care
A fiduciary obligation concerning the care used in making decisions, including the information and deliberation underlying board action.
Duty of loyalty
A fiduciary obligation requiring a fiduciary to act in the interests of the corporation and its stockholders rather than in pursuit of conflicting personal interests.
Entire fairness
A demanding standard of review often applied to certain conflicted fiduciary transactions. It considers fair dealing and fair price in the context of the whole transaction.
Equity
A body of legal principles and remedies historically developed to address circumstances where ordinary legal relief may be inadequate.
Expedition
A Court-approved accelerated schedule. A party must establish a basis for expedited treatment; it is not automatic.
Fiduciary
A person entrusted with power to act for another or for an entity, who may owe duties such as loyalty and care.
Good faith
A legal concept concerning honest and faithful performance of duties. Its role and relationship to fiduciary liability depend on the claim and precedent.
Injunction
A court order directing a party to take or refrain from specified action. Preliminary and permanent injunctions have different requirements.
Laches
An equitable doctrine that may bar relief when an unreasonable delay in asserting a right prejudices another party. It is fact-specific.
Majority-of-the-minority vote
A vote requiring approval by a majority of shares held by stockholders who are not part of a defined interested or controlling group; the precise formulation depends on the transaction and legal framework.
MFW framework
A framework associated with certain controller transactions conditioned from the outset on approval by an independent, empowered special committee and an informed, uncoerced majority-of-the-minority vote.
Special committee
A committee of directors, typically independent, formed to evaluate or negotiate a transaction or issue involving potential conflicts. Independence, authority and process matter.
Specific performance
An equitable remedy requiring a party to perform a contractual obligation when legal requirements are met and damages are inadequate.
Standard of review
The legal framework a court applies to evaluate challenged conduct, such as business judgment, enhanced scrutiny or entire fairness.
Stockholder
An owner of shares in a corporation. Delaware corporate law typically uses “stockholder”; LLC statutes and agreements use “member.”
Unclean hands
An equitable doctrine that may limit relief when the party seeking it has engaged in inequitable conduct related to the matter at issue.
Books and records action
A proceeding seeking access to corporate books and records under a statute or other applicable legal authority, often to investigate suspected wrongdoing or value an investment.
Control group
A group of persons that is treated together as a controlling stockholder under the definition and conditions in DGCL §144(e). The statutory definition, not a casual description of influence, controls.
DGCL §144 safe harbor
Statutory procedures in 8 Del. C. §144 that can limit specified remedies for covered interested-director, officer and controlling-stockholder transactions when the detailed statutory requirements are met. It is not blanket immunity.
DGCL §220 inspection
The statutory process by which a stockholder may seek to inspect specified corporate books and records for a proper purpose, subject to the amended statute’s scope, demand requirements and limits.
Disinterested stockholder
A stockholder who is not interested in the transaction in the manner specified by the governing statute or doctrine. Whether a person is disinterested depends on the facts and statutory definitions.
Compelling need
A heightened statutory showing under amended DGCL §220 for certain requested records outside the enumerated categories, including proof by clear and convincing evidence that records are necessary and essential.
Demand futility
A doctrine that may excuse a stockholder from making a litigation demand on the board before bringing a derivative action. The current Delaware framework is the universal director-by-director test adopted in Zuckerberg.
Zuckerberg test
The universal director-by-director demand-futility test adopted by the Delaware Supreme Court in 2021. For each demand-board director, it asks about material personal benefit, substantial likelihood of liability, and independence from someone who did.
SB 21 (2025)
Senate Substitute 1 for Delaware Senate Bill 21, enacted March 25, 2025 as 85 Del. Laws ch. 6. It amended DGCL §§144 and 220 and includes transition provisions.
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Definitions are contextual.
Delaware law develops through statutes and judicial decisions. A concise glossary cannot capture every qualification, exception or later change in the law.