Angie P. Flaherty
Senior Counsel
Angie Flaherty is senior counsel in the Wilmington office of Wilson Sonsini Goodrich & Rosati. Her practice is focused on providing Delaware corporate law advice with respect to incorporation, dissolution, and all aspects of the life of a corporation in between, including mergers and acquisitions, sales of assets, sales of stock, dividend issuance, corporate governance, indemnification and advancement, and fiduciary duties of boards of directors.
Prior to joining the Firm, Angie was a member of the corporate law counseling group at Morris, Nichols, Arsht & Tunnell LLP in Wilmington, Delaware. She also served as a Deputy Attorney General in the Fraud Division of the Delaware Department of Justice.
Experience
Angie Flaherty is senior counsel in the Wilmington office of Wilson Sonsini Goodrich & Rosati. Her practice is focused on providing Delaware corporate law advice with respect to incorporation, dissolution, and all aspects of the life of a corporation in between, including mergers and acquisitions, sales of assets, sales of stock, dividend issuance, corporate governance, indemnification and advancement, and fiduciary duties of boards of directors.
Prior to joining the Firm, Angie was a member of the corporate law counseling group at Morris, Nichols, Arsht & Tunnell LLP in Wilmington, Delaware. She also served as a Deputy Attorney General in the Fraud Division of the Delaware Department of Justice.
Education
- J.D., University of Notre Dame Law School, 2004Cum Laude
- B.A., University of Notre Dame, 2001Cum Laude
Associations and Memberships
- Board Member, Prevent Child Abuse Delaware
Admissions
- State Bar of Delaware
Credentials
Education
- J.D., University of Notre Dame Law School, 2004Cum Laude
- B.A., University of Notre Dame, 2001Cum Laude
Associations and Memberships
- Board Member, Prevent Child Abuse Delaware
Admissions
- State Bar of Delaware
Select Publications
- Co-author, "Perspective on the New California Ratification Law Based on California Corporate and Delaware Ratification Practices," Business Law Annual Review, California Lawyers Association, 2023
- Co-author with B. Currie, “The Litigation Receiver: The Delaware Court of Chancery's ‘Drastic,’ ‘Heroic’ and ‘Extraordinary’ Remedy,” 18(1) Delaware Law Review 1-22, 2022
- Co-author with A. Simmerman, "The Standard of Review for Controlling Stockholder Transactions Outside of the Merger Context," The M&A Lawyer, Vol. 20, No. 3, March 2016
- Co-author with L.G. Hering and B. McBrearty, "2011 Amendments to Delaware's Alternative Entity Statutes and General Corporation Law," BNA's Corporate Counseling Weekly, August 17, 2011
- "A Pocket Primer on Delaware Corporate Law," ABA Young Lawyers Division 101 Practice Series, 2009
- Co-author with L.G. Hering, "2009 Amendments to Delaware's General Corporation Law and Alternative Entity Statutes," BNA's Corporate Counseling Weekly, August 5, 2009
- Co-author with E. Wilensky, "Corporate Governance Developments in a Recessionary Environment," Securities Regulation & Law Report, Vol. 41, No. 20, May 18, 2009
- Co-author with L.G. Hering, "Analysis of 2008 Amendments to the Delaware Corporation and Alternative Entities Code," BNA's Corporate Counsel Weekly, September 17, 2008
- Co-author with E. Wilensky, "2007 Developments in Delaware Corporation Law," Securities Regulation & Law Report, Vol. 40, No. 19, May 12, 2008
- Co-author with E. Wilensky, "2006 Developments In Delaware Corporation Law On Directors: Good Faith, Duties In Zone Of Insolvency, And Structuring Deals," 39 Securities Regulation & Law Report 476, March 26, 2007
Insights
Select Publications
- Co-author, "Perspective on the New California Ratification Law Based on California Corporate and Delaware Ratification Practices," Business Law Annual Review, California Lawyers Association, 2023
- Co-author with B. Currie, “The Litigation Receiver: The Delaware Court of Chancery's ‘Drastic,’ ‘Heroic’ and ‘Extraordinary’ Remedy,” 18(1) Delaware Law Review 1-22, 2022
- Co-author with A. Simmerman, "The Standard of Review for Controlling Stockholder Transactions Outside of the Merger Context," The M&A Lawyer, Vol. 20, No. 3, March 2016
- Co-author with L.G. Hering and B. McBrearty, "2011 Amendments to Delaware's Alternative Entity Statutes and General Corporation Law," BNA's Corporate Counseling Weekly, August 17, 2011
- "A Pocket Primer on Delaware Corporate Law," ABA Young Lawyers Division 101 Practice Series, 2009
- Co-author with L.G. Hering, "2009 Amendments to Delaware's General Corporation Law and Alternative Entity Statutes," BNA's Corporate Counseling Weekly, August 5, 2009
- Co-author with E. Wilensky, "Corporate Governance Developments in a Recessionary Environment," Securities Regulation & Law Report, Vol. 41, No. 20, May 18, 2009
- Co-author with L.G. Hering, "Analysis of 2008 Amendments to the Delaware Corporation and Alternative Entities Code," BNA's Corporate Counsel Weekly, September 17, 2008
- Co-author with E. Wilensky, "2007 Developments in Delaware Corporation Law," Securities Regulation & Law Report, Vol. 40, No. 19, May 12, 2008
- Co-author with E. Wilensky, "2006 Developments In Delaware Corporation Law On Directors: Good Faith, Duties In Zone Of Insolvency, And Structuring Deals," 39 Securities Regulation & Law Report 476, March 26, 2007
Focus Areas
Recent Insights
Client Highlights
Wilson Sonsini Advises FTAI Aviation's Special Committee on Internalization
On May 28, 2024, FTAI Aviation (FTAI), an owner and operator of commercial jet engines, announced that it has entered into definitive agreements providing for the internalization of the company’s management operations. Pursuant to the internalization agreement, FTAI and FIG LLC terminated the Management and Advisory Agreement dated July 31, 2022, and the Services and Profit Sharing Agreement dated November 10, 2022, effective as of May 28, 2024. FTAI's board of directors established a special committee of independent and disinterested directors to negotiate and approve the terms of the internalization. Wilson Sonsini Goodrich & Rosati advised the special committee in connection with the internalization.
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Client Advisories
Delaware's Status as the Favored Corporate Home: Reflections and Considerations
In recent months, a conversation has emerged as to whether Delaware should remain the favored state of incorporation for business entities. Indeed, many of our clients have asked us whether they should remain in Delaware or choose Delaware as the state of incorporation for their new ventures. In this discussion, we provide our reflections on that question and various factors that entrepreneurs, investors, and companies should consider when weighing incorporation in Delaware against incorporation in another state.
The Reliance on Delaware Compared to Other States
The sheer number of entities formed in Delaware reflects its dominance in this area. In 2022, more than 313,650 entities were formed in the state of Delaware, resulting in more than 1.9 million entities total in Delaware.[1] Delaware also continues to be the state of incorporation for nearly 68.2 percent of the Fortune 500, 65 percent of the S&P 500,[2] and approximately 79 percent of all U.S. initial public offerings in calendar-year 2022.[3] Of course, those numbers reflect that a substantial portion of entities are incorporated elsewhere, both within and outside of the United States. The Chief Justice of Delaware’s Supreme Court has noted that business entities indirectly or directly generate about a third of the state’s revenue.[4]
It also bears noting that Delaware has not always held the distinction as the favored destination for incorporations. Prior to the early 1900s, New Jersey had been the most significant state for incorporations.[5] Aware of New Jersey’s early success and in an effort to encourage corporations to domicile in Delaware, Delaware amended its constitution in 1897 to permit incorporation under general law instead of by special legislative mandate, and in 1899 adopted a general corporation law modeled largely after New Jersey’s approach.[6] These developments, in addition to the written opinions issued by Delaware’s Court of Chancery, helped make Delaware a natural home for corporations looking to leave New Jersey after that state adopted more restrictive laws related to corporations and trusts in 1913.[7]
A corporation’s state of incorporation is significant because that state’s laws govern the corporation’s internal corporate governance and inform how judges will review the conduct of directors and officers in stockholder litigation. As will be discussed in greater detail below, there are a number of factors that have made Delaware a favored state of incorporation for over a century.[8]
Why Is Delaware in Question?
Of course, it is critical to understand why some have called Delaware’s dominance into question. Some of the doubt has come from famous sources, such as Elon Musk’s much-publicized X (formerly Twitter) post stating, “Never incorporate your company in the state of Delaware” after the Delaware Court of Chancery rescinded his compensation package at Tesla.[9] Tesla’s stockholders are now expected to vote on the conversion of Tesla from a Delaware corporation to a Texas corporation at the company’s annual stockholder meeting on June 13, 2024.[10] In the conversations that we have had with clients, businesspeople, and others in the corporate bar, we have heard the following reasons given for reconsidering incorporation in Delaware:
The Reliance on Delaware Compared to Other States
The sheer number of entities formed in Delaware reflects its dominance in this area. In 2022, more than 313,650 entities were formed in the state of Delaware, resulting in more than 1.9 million entities total in Delaware.[1] Delaware also continues to be the state of incorporation for nearly 68.2 percent of the Fortune 500, 65 percent of the S&P 500,[2] and approximately 79 percent of all U.S. initial public offerings in calendar-year 2022.[3] Of course, those numbers reflect that a substantial portion of entities are incorporated elsewhere, both within and outside of the United States. The Chief Justice of Delaware’s Supreme Court has noted that business entities indirectly or directly generate about a third of the state’s revenue.[4]
It also bears noting that Delaware has not always held the distinction as the favored destination for incorporations. Prior to the early 1900s, New Jersey had been the most significant state for incorporations.[5] Aware of New Jersey’s early success and in an effort to encourage corporations to domicile in Delaware, Delaware amended its constitution in 1897 to permit incorporation under general law instead of by special legislative mandate, and in 1899 adopted a general corporation law modeled largely after New Jersey’s approach.[6] These developments, in addition to the written opinions issued by Delaware’s Court of Chancery, helped make Delaware a natural home for corporations looking to leave New Jersey after that state adopted more restrictive laws related to corporations and trusts in 1913.[7]
A corporation’s state of incorporation is significant because that state’s laws govern the corporation’s internal corporate governance and inform how judges will review the conduct of directors and officers in stockholder litigation. As will be discussed in greater detail below, there are a number of factors that have made Delaware a favored state of incorporation for over a century.[8]
Why Is Delaware in Question?
Of course, it is critical to understand why some have called Delaware’s dominance into question. Some of the doubt has come from famous sources, such as Elon Musk’s much-publicized X (formerly Twitter) post stating, “Never incorporate your company in the state of Delaware” after the Delaware Court of Chancery rescinded his compensation package at Tesla.[9] Tesla’s stockholders are now expected to vote on the conversion of Tesla from a Delaware corporation to a Texas corporation at the company’s annual stockholder meeting on June 13, 2024.[10] In the conversations that we have had with clients, businesspeople, and others in the corporate bar, we have heard the following reasons given for reconsidering incorporation in Delaware:
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