M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

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Monday, September 23, 2013

Shareholder/Stockholder

Kyle Wagner Compton's deep dive into the Delaware Chancery Court turns up another example of Vice Chancellor Laster trying to move mountains - in this case trying to get lawyers to refer to shareholder litigation as stockholder litigation.  Vice Chancellor Laster denied a proposed order to consolidate a series of cases into a single case titled " In re Astex ShareholderLitigation" with the following: 

"Shareholders litigation?  Under what state's corporate law do you believe you are litigating?"

Laster has been trying to change conventions for while now.  Students sometime ask what's the difference between shareholder and stockholder.  The correct answer is, well, nothing, but...but...corporate law drafting isn't creative writing.  To the extent one is looking at the statute, it's probably always better practice to rely on the language of the statute.  Laster's effort is a small one to move away from the convention of calling representative litigation in Delaware shareholder litigation.  Since the corporate code refers only to stockholders, proper usage should indicate captioning shareholder litigation, stockholder litigation.

-bjmq

http://lawprofessors.typepad.com/mergers/2013/09/shareholderstockholder.html

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Comments

The following 2006 post by Gordon Smith on The Conglomerate shows how both terms are used in the Delaware General Corporation Law and in Delaware caselaw: http://www.theconglomerate.org/2006/05/shareholder_v_s.html. And treatises on Delaware corporate law use the terms interchangeably.

Posted by: John Doe | Sep 23, 2013 5:53:57 PM

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