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Shannon E. German
Partner
Litigation
Wilmington, DE

D302-304-7614

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Shannon German is a partner in the Wilmington office of Wilson Sonsini Goodrich & Rosati. Her practice focuses on corporate governance litigation and counseling, navigation of corporate fiduciary duties, and representation of companies and their officers and directors in stockholder class actions, derivative suits, and complex commercial litigation in the Delaware Court of Chancery and the Delaware Supreme Court. She also represents clients in stockholder class actions, derivative suits, and securities actions in the state and federal courts throughout the country.

In addition, Shannon specializes in advising companies faced with stockholder litigation and books and records demands, as well as director and officer demands for advancement and indemnification; conducting investigations on behalf of management, boards of directors, and special board or management committees; and representing companies and their boards of directors in stockholder actions and "busted deal" litigation.

Prior to joining the firm, Shannon practiced in the corporate and business litigation group at Morris, Nichols, Arsht & Tunnell LLP in Wilmington, Delaware. Previously, she served as a law clerk for Justice Randy J. Holland of the Delaware Supreme Court. Shannon also served as a judicial intern to Vice Chancellor Donald F. Parsons, Jr., of the Delaware Court of Chancery.

Experience

Shannon German is a partner in the Wilmington office of Wilson Sonsini Goodrich & Rosati. Her practice focuses on corporate governance litigation and counseling, navigation of corporate fiduciary duties, and representation of companies and their officers and directors in stockholder class actions, derivative suits, and complex commercial litigation in the Delaware Court of Chancery and the Delaware Supreme Court. She also represents clients in stockholder class actions, derivative suits, and securities actions in the state and federal courts throughout the country.

In addition, Shannon specializes in advising companies faced with stockholder litigation and books and records demands, as well as director and officer demands for advancement and indemnification; conducting investigations on behalf of management, boards of directors, and special board or management committees; and representing companies and their boards of directors in stockholder actions and "busted deal" litigation.

Prior to joining the firm, Shannon practiced in the corporate and business litigation group at Morris, Nichols, Arsht & Tunnell LLP in Wilmington, Delaware. Previously, she served as a law clerk for Justice Randy J. Holland of the Delaware Supreme Court. Shannon also served as a judicial intern to Vice Chancellor Donald F. Parsons, Jr., of the Delaware Court of Chancery.

Focus Areas
Recent Insights
News Articles
28 Wilson Sonsini Attorneys Named to 2025 Lawdragon 500 Leading Litigators in America
On September 6, 2024, Lawdragon named 28 Wilson Sonsini attorneys to its 2025 edition of “Leading Litigators in America.” The lawyers featured in the guide represent the best litigators in the U.S.– in antitrust, intellectual property, white collar and investigations, securities and corporate governance litigation, and a vast array of class actions, product liability and other complex civil litigation. To create this list, Lawdragon weighed nominations, independent research, and views of peers.
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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:
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Recent Events
Speaking Engagements
43rd Annual Ray Garrett Jr. Corporate & Securities Law Institute
Please join us at Northwestern Law’s 43rd Annual Ray Garrett Jr. Corporate & Securities Law Institute. This two-day program provides a timely analysis of current securities and law developments confronting publicly and privately held corporations while allowing attendees to discuss shared experiences and network. The Garrett Institute offers the unique opportunity to hear from SEC officials and Delaware judges while networking with the securities law community. 15+ hours of CLE credit are available to attendees.
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