Answer to Question 1
Delaware offers corporations several advantages:
Delaware allows a great deal of flexibility for corporations with respect to the management of the business. For example, if shareholders want to vote on a matter in writing rather than holding a meeting, many other states require the vote to be unanimous; Delaware law requires only a majority vote to agree.
Delaware has a special court called a Chancery Court that hears nothing but business cases and has judges who are experts in corporate law.
Given this special court structure, a large volume of corporate law precedent has developed in Delaware. The precedent helps attorneys better advise their corporate clients since the law is well defined.
Because very few businesses are actually based in Delaware, it is viewed as being a neutral place in which to try cases. None of the parties has a home court advantage.
Answer to Question 2
D