1. Delaware Chancery Court Some Observations Alexander Cohen, Latham & Watkins LLP OECD Russia Corporate Governance Roundtable Moscow, 25–26 November 2012 Co-sponsored by Informational partner

2. Disclaimer: The views expressed in this presentation are those of the author and do not necessarily represent the opinion of the OECD Russia Corporate Governance Roundtable, the OECD or its Member countries, or of the Moscow Exchange. OECD Russia Corporate Governance Roundtable Moscow, 25–26 November 2012 Co-sponsored by Informational partner

3. Background US federal system Corporations creature of state law Role of the SEC/stock exchanges 3

4. What Makes Delaware Special? Advantageous statute Depth Chancery Court 4

5. Delaware Chancery Court Judiciary Procedure Precedent 5

6. DGCL Flexibility Business judgment rule Choice of law 6

7. Conclusions The crystal ball State/federal balance? Arbitration? 7