Abstract
Delaware corporate law relies on stockholder litigation to police corporate misconduct. Judges in turn use attorneys’ fees to shape the incentives of the lawyers who pursue this litigation. This system of corporate accountability has come under increased scrutiny in recent years, with a series of decisions causing several high-profile companies to leave Delaware and prompting lawmakers to call for reform. Yet little empirical evidence exists about how Delaware judges set the attorneys’ fee awards that sustain this enforcement system. Using a hand-collected dataset of stockholder suits filed in the Court of Chancery, this Article offers the most comprehensive empirical analysis to date of attorneys’ fees in Delaware. We find little evidence that fee awards reflect either the risk that these lawyers face when they file contingent cases or the lawyers’ performance in these cases. Our data also show that plaintiffs’ attorneys receive significantly higher fees in Delaware stockholder cases than in comparable federal securities class actions, despite the similar risk profiles of these cases. Our study also suggests that Delaware’s fee regime disproportionately rewards repeat players and large recoveries, while undervaluing smaller claims. The Article outlines several pathways for reform, including enhanced transparency in fee decisions, empirical benchmarking across cases, and multiplier caps to constrain outlier awards. Delaware may be different when it comes to fee awards, but those differences should benefit stockholders, not just those who represent them.
Disciplines
Law and Economics | Litigation | Securities Law
Date of this Version
2-10-2026
Working Paper Citation
Erickson, Jessica; Pritchard, Adam C.; and Choi, Stephen J., "Is Delaware Different? Stockholder Lawyering in the Court of Chancery" (2026). Law & Economics Working Papers. 308.
https://repository.law.umich.edu/law_econ_current/308