Willkie Practitioner Handbook Series
The Analysis and Comparison of Illinois and Delaware Corporate Governance Law is a comprehensive guide for those advising on corporate formation, fiduciary duties, and shareholder litigation in two of the nation’s most important corporate jurisdictions.
Delaware has long been the leading jurisdiction for corporate formation, but Illinois offers competitive advantages that practitioners and in-house counsel should understand. Since enacting the Illinois Business Corporation Act of 1983, Illinois has adopted provisions that provide greater flexibility in key areas—while Delaware law has certain significant limitations by comparison. This Handbook provides a detailed, side-by-side analysis of both states’ corporate governance frameworks.
Part One: Director and Officer Liability. The Handbook analyzes fiduciary duty of care and duty of loyalty standards, the business judgment rule, entire fairness review, statutes of limitations for breach of fiduciary duty claims, direct versus derivative shareholder actions, jurisdiction and venue considerations, indemnification and advancement, exculpation provisions, delegation of authority, and vicarious liability—comparing Illinois and Delaware law throughout.
Part Two: Shareholder Books and Records Demands. The Handbook evaluates shareholder inspection rights under Section 220 of the Delaware General Corporation Law and the Illinois Business Corporation Act, covering standing requirements, scope of inspection, the proper purpose doctrine, procedural requirements, and remedies for wrongful denial—with detailed comparisons of how Illinois and Delaware courts apply these standards.
Parts Three and Four: Shareholder Claims and Corporate Remedies. The Handbook addresses the most common grounds for shareholder litigation: self-dealing transactions, usurpation of corporate opportunity, competing with the corporation, Caremark failure-of-oversight claims, minority shareholder oppression, corporate waste, excessive executive compensation, and fraud. It concludes with an analysis of the remedies available to shareholders in each jurisdiction.
Read the full handbook here.
