Delaware AI Ethics Rules for Attorneys

Delaware may be geographically small, but its outsized influence on American corporate law makes it a critical jurisdiction for AI ethics guidance. Home to the renowned Court of Chancery and the incorporation domicile for over 65% of Fortune 500 companies, Delaware attorneys practicing corporate, business, and chancery law must apply the highest standards when using artificial intelligence tools. The Delaware State Bar Association and the state’s courts have emphasized that attorneys remain fully responsible for AI-generated work product.

Delaware’s Unique Legal Landscape

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The Court of Chancery

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The Delaware Court of Chancery has distinct characteristics affecting AI use:

Court Features:

• No jury trials, Chancellors and Vice Chancellors decide all matters
• Specialized expertise, Judges deeply versed in corporate law
• Expedited proceedings, Fast-moving litigation demands accuracy
• National significance, Decisions influence corporate law nationwide
• High scrutiny, Filings receive close judicial attention

AI Risk Implications:

• Sophisticated judges more likely to identify AI errors
• Fast timelines increase pressure but don’t excuse mistakes
• Precedent-setting nature magnifies error consequences
• Reputational stakes are exceptionally high

Corporate Law Dominance

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Delaware’s corporate significance creates unique AI considerations:

• Over 1.8 million business entities incorporated in Delaware
• Majority of Fortune 500 companies domiciled in Delaware
• 65%+ of IPOs involve Delaware corporations
• Corporate governance precedent shapes national practice

Attorneys advising Delaware entities on corporate matters must ensure AI-assisted advice is accurate, as errors can affect thousands of companies relying on Delaware law.

Core Ethical Obligations Under Delaware Rules

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Confidentiality (Rule 1.6)

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Delaware Lawyers’ Rule of Professional Conduct 1.6 requires protection of information relating to client representation. Given Delaware’s corporate practice prominence, confidentiality in AI use is critical:

Confidentiality Requirements:

• Evaluate AI security before inputting any client information
• Review platform policies on data handling and retention
• Verify no third-party sharing of confidential information
• Consider market sensitivity, corporate information may be material nonpublic information
• Assess AI training practices, platforms training on inputs create disclosure risks

Delaware-Specific Concerns:

• M&A transaction details require heightened protection
• Board deliberations and governance advice are highly sensitive
• Executive compensation and shareholder information demands care
• Pending litigation strategy in Chancery matters is critical

Competence (Rule 1.1)

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Delaware Rule 1.1 requires competent representation, including legal knowledge, skill, thoroughness, and preparation. In the AI context:

Technical Competence:

• Understanding AI capabilities and limitations
• Recognizing hallucination risks in legal research
• Knowing when AI assistance is appropriate
• Maintaining traditional skills for verification

Delaware Law Expertise:

• AI systems may not accurately reflect current Delaware law
• Court of Chancery precedent requires precise understanding
• DGCL (Delaware General Corporation Law) amendments must be current
• Chancery Court rules and procedures require accuracy

Verification Obligations:

• All AI-generated citations must be independently verified
• Delaware case law must be confirmed in authentic sources
• Statutory citations must reflect current DGCL provisions
• Court of Chancery rules and practices must be validated

Communication (Rule 1.4)

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Delaware Rule 1.4 requires keeping clients reasonably informed. AI disclosure considerations:

When Communication May Be Required:

• AI use materially affects corporate advice
• Client inquires about methods used
• Confidential transaction information processed by AI
• Fee structures affected by AI efficiency

Corporate Client Considerations:

• Sophisticated clients may have AI policies
• Board-level matters may require disclosure
• Institutional clients may mandate or prohibit AI use
• Transaction counterparties may have confidentiality requirements

Candor to Tribunal (Rule 3.3)

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Delaware Rule 3.3 prohibits making false statements to a tribunal. In Court of Chancery practice:

Critical Requirements:

• All citations must be verified before filing
• Case holdings must be accurately represented
• Quoted language must match original sources
• Statutory provisions must be current

Court of Chancery Context:

• Judges are corporate law experts who will identify errors
• Fast-moving expedited proceedings don’t excuse mistakes
• Reputational damage from AI errors is severe
• Precedent-setting nature magnifies consequences

Supervision (Rules 5.1 and 5.3)

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Delaware Rules 5.1 and 5.3 impose supervisory obligations:

Managing Attorney Duties:

• Establish clear AI policies for the firm
• Train attorneys and staff on AI ethics
• Implement verification protocols
• Monitor compliance with AI policies

Large Firm Considerations:

• Many Delaware corporate firms are large or national
• Consistent AI policies across offices required
• Training programs must address Delaware-specific concerns
• Quality control particularly important for Chancery filings

Delaware Rules of Professional Conduct Implicated

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Court of Chancery AI Considerations

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Filing Standards

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The Court of Chancery maintains high standards for all filings:

Expectations:

• Precise citation to Delaware corporate law authorities
• Accurate representation of case holdings
• Current statutory references (DGCL frequently amended)
• Proper application of equitable principles

AI Risks:

• AI may cite superseded statutory provisions
• Hallucinated cases are quickly identified by expert judges
• Misrepresented holdings damage credibility
• Errors may affect expedited hearing outcomes

Expedited Proceedings

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Many Chancery matters proceed on expedited schedules:

Timeline Pressures:

• Status quo orders may issue within hours
• TRO hearings scheduled within days
• Expedited discovery common
• Trial on preliminary injunction in weeks

AI and Speed:

• AI may help meet tight deadlines
• Speed doesn’t excuse verification failures
• Build verification time into expedited schedules
• Document verification procedures

Precedent Considerations

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Court of Chancery decisions shape corporate law nationally:

Significance:

• Other jurisdictions follow Delaware corporate law
• Academic commentary analyzes Chancery decisions
• Corporate governance standards derive from Delaware
• Transactional practice relies on Delaware precedent

AI Error Consequences:

• Errors in Chancery filings have amplified significance
• Miscited authority affects legal development
• Reputational damage extends beyond immediate case
• Professional standing in Delaware corporate bar at stake

Federal Courts in Delaware

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The U.S. District Court for the District of Delaware handles significant patent litigation:

Patent Practice Considerations:

• Heavy patent litigation docket
• Technical accuracy critical
• Claim construction requires precision
• Prior art analysis must be verified

AI in Patent Matters:

• AI-generated technical descriptions require expert review
• Patent citation verification essential
• Claim language must be precisely quoted
• Technical specifications must be accurate

Billing for AI-Assisted Work

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Delaware Rule 1.5 Application

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Delaware Rule 1.5 requires reasonable fees:

Corporate Client Context:

• Sophisticated clients understand AI efficiency
• Alternative fee arrangements common
• Value-based billing appropriate
• Transparency expected by corporate clients

Billing Principles:

• Bill for time actually spent on AI-assisted work
• Time saved by AI should benefit clients
• Document actual time on tasks
• Communicate AI impacts on fees

Large Transaction Context:

• M&A transactions often involve fixed or capped fees
• AI efficiency may improve profitability without ethical concerns
• Due diligence AI assistance requires verification time
• Document review AI should be disclosed to clients

Malpractice Insurance Considerations

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Delaware attorneys should evaluate coverage:

Policy Considerations:

• Check for AI-related exclusions
• Corporate practice may require higher limits
• Verify coverage for technology-related errors
• Document verification procedures

Risk Management:

• Maintain detailed AI use records
• Implement firm-wide protocols
• Train staff on Delaware-specific requirements
• Verify procedures are documented

Practical Compliance Steps for Delaware Attorneys

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Delaware-Specific Practice Areas

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Corporate Governance

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Delaware’s dominance in corporate governance requires precision:

• Fiduciary duties, Verify current standards (Revlon, Unocal, etc.)
• Board procedures, Confirm DGCL meeting requirements
• Stockholder rights, Validate voting and consent provisions
• Charter provisions, Ensure current exculpation rules

Mergers and Acquisitions

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AI use in M&A requires particular care:

• Statutory merger requirements, Verify current DGCL provisions
• Appraisal rights, Confirm procedural requirements
• Due diligence, AI document review requires verification
• Deal structure, Ensure accurate tax and corporate analysis

Alternative Entity Practice

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Delaware is also dominant in alternative entities:

• LLCs, Delaware LLC Act provisions must be current
• Limited Partnerships, DRULPA requirements verified
• Statutory Trusts, DST Act provisions confirmed
• Benefit Corporations, PBC requirements validated

Bankruptcy (Court of Chancery Receiverships)

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The Court of Chancery appoints receivers for corporations:

• Receivership standards, Verify equitable requirements
• Dissolution proceedings, Confirm DGCL dissolution rules
• Custodian appointments, Validate statutory grounds

Frequently Asked Questions

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Resources

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• Delaware State Bar Association
• Delaware Lawyers’ Rules of Professional Conduct
• Delaware Court of Chancery
• Delaware General Corporation Law
• ABA Formal Opinion 512 - National guidance on attorney AI use
• AI Hallucinations in Courts - Sanctions cases and verification requirements