Delaware corporate governance is the operating layer of every venture-backed and sponsor-backed company. The DGCL provides the structural rules (board composition, voting, charter content, conflicted transactions); the Delaware Court of Chancery's body of fiduciary-duty case law sets the standard of conduct. Capital-side governance work is the architecture that lets a company execute its operating plan without governance friction during financings, recapitalizations, or sale processes.
The pieces below collect every Capital insight, guide, and quarterly story on board composition, fiduciary duties, and conflicted-director procedure under 8 Del. C. § 144.
Insight
What Is a 409A Valuation and When Do I Need One?
Section 409A and the safe-harbor presumption of reasonableness for non-public stock valuations. Three safe harbors at 26 C.F.R. Section 1.409A-1(b)(5)(iv)(B), refresh cadence, and what an under-FMV option grant actually costs the recipient. The board's adoption of the valuation is the operating governance step.
Capital Guide
Term Sheets, Annotated
Board composition (the 2-2-1 default), Voting Agreement and drag-along mechanics, protective provisions list and major-investor threshold, vesting reset and double-trigger acceleration on change of control.
Capital Guide
Studio Engagements
DGCL Section 144 conflicted-director procedure for studio-affiliated transactions. Disinterested-director or disinterested-stockholder approval, ab initio committee constitution, and the post-Trados duty allocation in studio-incubated ventures.
Foundational Guide
Setting Up a Venture: Formation, Capitalization, and Term Sheets
Board composition through the financing stages, fiduciary duties and the In re Trados problem, DGCL Section 102(b)(7) exculpation, founder voting power, dual-class structures with sunset provisions, and conflicted-director procedure under DGCL Section 144.
Capital Quarterly · Q2 2026
Conflicted-Controller Transactions After the Latest Chancery Decisions
The MFW conditions for Delaware Chancery cleansing of conflicted-controller transactions. The "ab initio" committee requirement, the informed-stockholder-vote prong, and the implication for studio-incubated and sponsor-led ventures where the studio or sponsor sits on both sides.