The Delaware Court of Chancery is the state’s specialized equity court, deciding corporate governance fights, fiduciary duty claims, merger challenges, trust and property disputes, and other complex civil matters without a jury. Because more than two-thirds of Fortune 500 companies are incorporated in Delaware, opinions from this bench shape corporate law well beyond the state’s borders. A single Chancellor leads the court, sitting alongside Vice Chancellors who develop unusually deep expertise in business disputes because that is nearly all they do.
What Kinds of Cases the Court Hears
The court’s authority reaches “all matters and causes in equity,” a phrase inherited from its origin as a counterpart to the English High Court of Chancery.1Justia. Delaware Code Title 10 – Courts and Judicial Procedure – 341 Matters and Causes in Equity That grant lets the court issue remedies a regular trial court usually cannot, like ordering specific performance of a contract or enjoining a transaction. If a dispute is only about money, it generally belongs in Superior Court instead.
Corporate governance disputes dominate the docket. Shareholders challenge board decisions, directors fight over contested elections, and investors seek to block mergers they believe undervalue the company. The court applies familiar doctrines to those questions, from the business judgment rule for routine board decisions to enhanced scrutiny under the Unocal line of cases when directors adopt defensive measures, and the Revlon duty to maximize value in a sale.2Delaware Courts. Jurisdiction of the Court of Chancery
Delaware law also gives Chancery explicit authority over contested corporate elections. Any stockholder, director, or officer whose position is in dispute can ask the court to determine who rightfully holds the office, and the court can order a new election if the original one was invalid.3Delaware Code Online. Delaware Code Title 8 Chapter 1 – General Corporation Law Subchapter VII This provision comes up often in closely held companies where factions are fighting for control.
Books and Records Demands
A common Chancery action starts with a stockholder demanding to inspect a corporation’s books and records. Before suing, the stockholder has to send a written demand under oath to the corporation’s registered office in Delaware or its principal place of business, stating a proper purpose reasonably related to their interest as a stockholder and identifying the specific records sought.4Justia. Delaware Code Title 8 – Corporations – 220 Inspection of Books and Records Beneficial owners holding stock through a broker must also provide documentary proof of ownership. If the company refuses, the stockholder brings the fight to Chancery, and the court decides whether the purpose qualifies and what records must be produced.
Trusts, Property, and Other Equity Matters
Corporate cases get the headlines, but Chancery also handles trusts, real property titles, guardianships, partnership dissolutions, and deed covenant disputes. These traditional equity matters have been on the docket since the court’s founding, and they still are.
Forum Selection Clauses
Many Delaware corporations now write their charters or bylaws to require all internal corporate claims to be filed exclusively in Delaware courts. The Delaware General Corporation Law explicitly authorizes these clauses and prohibits provisions that would block shareholders from bringing internal claims in Delaware.5Delaware Code Online. Delaware Code Title 8 Chapter 1 – General Corporation Law Subchapter I If you hold stock in a Delaware corporation with a forum clause, any governance dispute will land in Chancery.
Who Decides the Cases
The Chancellor is the court’s chief judicial officer. As of early 2025, six Vice Chancellors serve alongside the Chancellor and carry most of the caseload.6Delaware Courts. Court of Chancery FY2025 Annual Report The Governor appoints each judge and the Delaware State Senate confirms them. Terms run twelve years, long enough for judges to build the specialized expertise the court is known for.
The court also appoints Magistrates in Chancery. Magistrates preside over their own dockets covering traditional equity matters, corporate cases, and contract disputes. Their final reports are subject to an exceptions process, but parties can waive further trial-level review and appeal a Magistrate’s decision directly to the Delaware Supreme Court.7Delaware Courts. Magistrates – Court of Chancery
No Jury Trials
Chancery does not use juries. The Chancellor or a Vice Chancellor decides both facts and law in every case.2Delaware Courts. Jurisdiction of the Court of Chancery When a specific factual question does need jury determination, the court can send those issues to Superior Court, but that is rare. Judges write detailed opinions, and those opinions accumulate into a body of case law that makes outcomes more predictable. That predictability is a major reason companies choose Delaware for incorporation in the first place.
How a Case Starts
A Chancery case begins by filing a complaint with the Register in Chancery. Every complaint must be verified, meaning the person filing swears under oath that its contents are true and correct to the best of their knowledge.8Delaware Courts. Rules of the Court of Chancery of the State of Delaware If a business entity is filing, an authorized person must handle the verification.
The complaint needs three things: a short statement of why the court has jurisdiction, a plain explanation of the claim showing entitlement to relief, and a specific demand for the outcome sought. That demand might request an injunction, specific performance, a declaratory judgment, or some combination. Vague requests like “grant whatever relief the court deems appropriate” work as alternative relief, but precision helps.8Delaware Courts. Rules of the Court of Chancery of the State of Delaware Every complaint also gets a supplemental information sheet that identifies the case type, lists related cases, cites the jurisdictional statute, and provides counsel information.9Delaware Courts. Supplemental Information Pursuant to Rule 3(b) of the Rules of the Court of Chancery
Filing Fees and E-Filing
All filings go through File & ServeXpress, the electronic system used across the Delaware judiciary.10Delaware Judiciary. Electronic Filing in the Delaware Judiciary A standard complaint runs $300 for one or two defendants and $450 for three or more. Class actions and derivative claims cost $600, as do technology disputes under 10 Del. C. § 346 and cases involving service under 10 Del. C. § 3114 with ten or fewer defendants. Cases with more than ten defendants under § 3114 run $850, and petitions to confirm or vacate an arbitration award cost $500.11Delaware Courts. Schedule of Fees and Charges – Court of Chancery Attorney fees sit on top of those numbers and tend to be substantial, because Chancery work is specialized.
Delaware Counsel Required
Every filing must be signed by a Delaware-licensed attorney or by the party personally if unrepresented. Attorneys admitted elsewhere can seek pro hac vice admission for a specific case, but only when sponsored by a Delaware attorney who maintains an office in the state. That Delaware counsel appears in the action, receives all notices and pleadings, and attends all proceedings unless the court excuses them.8Delaware Courts. Rules of the Court of Chancery of the State of Delaware Self-represented parties who have not yet retained counsel can contact the Register in Chancery at 302-255-0544 for guidance on alternative submission methods.12Delaware Courts. Court of Chancery Business entities cannot practically go it alone: complexity aside, an authorized person still has to verify pleadings under oath.
Deadlines and Timing Pressures
Because Chancery is an equity court, it often applies laches rather than a fixed statute of limitations. Laches bars a claim when the plaintiff waited too long and the delay prejudiced the other side. The court uses the analogous statute of limitations as a starting point: file after that period runs and the delay is presumed unreasonable, putting the burden on you to explain why you waited. Normal tolling rules apply. The exception is a purely legal claim seeking only money damages, where the statute of limitations applies directly. Delay can kill an otherwise valid Chancery claim even when no formal deadline has passed.
Emergency and Expedited Relief
Some disputes cannot wait. A pending merger vote, a threatened asset transfer, or a board meeting positioned to entrench insiders may need immediate intervention. A temporary restraining order can issue without notice to the other side, but only when specific facts shown by affidavit or verified complaint demonstrate immediate and irreparable harm before the opposing party can be heard. The applicant’s attorney must certify what efforts were made to give notice and why notice should not be required. An order issued without notice must state the nature of the injury, explain why it was granted without notice, and expire within a period set by the court that cannot exceed ten days unless extended for good cause or by consent. The applicant also has to post security to cover costs and damages if the restraint is later found to have been wrongful.8Delaware Courts. Rules of the Court of Chancery of the State of Delaware The restrained party can move to dissolve or modify the order on as little as two days’ notice. Emergency applications go first to the assigned judge, and to the Chancellor if that judge is unavailable.
Appeals
Chancery decisions go directly to the Delaware Supreme Court. There is no intermediate appellate court. The notice of appeal has to be filed within thirty days of the final judgment.13Justia. Delaware Code Title 10 – Courts and Judicial Procedure – 145 Time for Appeal From Final Judgment of the Court of Chancery Miss that deadline and the Supreme Court will not hear the case. If you are weighing an appeal, get the notice on file first and sort out strategy afterward.
Mediation
Chancery offers mediation as an alternative to full litigation. Under Rule 174, the court can refer a case to mediation at any stage, but only with the parties’ consent. At least one representative of each side must participate. The mediator has immunity from civil liability, and the proceedings are confidential.8Delaware Courts. Rules of the Court of Chancery of the State of Delaware
Disputes over deed covenants and restrictions are the exception. In those cases, the court assigns mandatory mediation, appoints a mediator by order, and requires mediation to begin within sixty days of filing. The plaintiff attaches a certification to the complaint confirming the case qualifies for that expedited track.