The simple answer to this question is, Yes!
Delaware is the state of choice for many corporations, and it is said that there are more attorneys in Manhattan giving advice on Delaware corporate law than there are in Delaware. Now Sheri Qualters of the NYLJ reports that the Delaware Court of Chancery has ruled that non-Delaware attorneys are subject to suit there.
"A recent Delaware Court of Chancery ruling that non-Delaware attorneys and law firms can be sued in the state for their advice to Delaware-incorporated companies has raised concerns about courts’ jurisdictional reach and about a lawyer’s duty to challenge a client’s business decisions.
The case is of concern to law firms, investment banks and others who advise companies on Delaware issues, said Barry Sher, the chairman of the litigation practice in the New York office of Paul, Hastings, Janofsky & Walker.
"With relatively minimal actual contact with the state of Delaware in the normal jurisdictional sense, they could nonetheless be brought into court," Mr. Sher said.
Since many U.S. companies are chartered in Delaware and subject to Delaware corporation law, Delaware Court of Chancery decisions have had a major impact on corporate law.
The recent case involves allegations that Baker Hostetler and a Columbus, Ohio-based corporate partner, Joseph Boeckman, aided and abetted the breach of fiduciary duty committed by three managers of Lima, Ohio-based bronze ball bearings maker Randall Bearings Inc. Sample v. Morgan, No. 1214-VCS (New Castle Co., Del., Ch.).
According to court papers, the managers and their lawyer allegedly orchestrated a scheme to entrench and enrich themselves by buying a large block of voting stock from the company at an unfairly low price. "