Moreover, a professional corporation for law practice can protect against liability for the negligence or malpractice of an associate. Regulatory conditions and required notices and approvals. 317. The probability of piercing the corporate shell, however, is much more likely in a close corporation. Laws, c. 265, § 17] (a) Any civil action to interpret, apply, enforce or determine the validity of the provisions of: (1) The certificate of incorporation or the bylaws of a corporation; (2) Any instrument, document or agreement (i) by which a corporation creates or sells, or offers to create or sell, any of its stock, or any rights or options respecting its stock, or (ii) to which a corporation and 1 or more holders of its stock are parties, and pursuant to which any such holder or holders sell or offer to sell any of such stock, or (iii) by which a corporation agrees to sell, lease or exchange any of its property or assets, and which by its terms provides that 1 or more holders of its stock approve of or consent to such sale, lease or exchange; (3) Any written restrictions on the transfer, registration of transfer or ownership of securities under § 202 of this title; (4) Any proxy under § 212 or § 215 of this title; (5) Any voting trust or other voting agreement under § 218 of this title; (6) Any agreement, certificate of merger or consolidation, or certificate of ownership and merger governed by §§ 251-253, §§ 255-258, §§ 263-264, or § 267 of this title; (7) Any certificate of conversion under § 265 or § 266 of this title; (8) Any certificate of domestication, transfer or continuance under § 388, § 389 or § 390 of this title; or (9) Any other instrument, document, agreement, or certificate required by any provision of this title; may be brought in the Court of Chancery, except to the extent that a statute confers exclusive jurisdiction on a court, agency or tribunal other than the Court of Chancery. (b) Any civil action to interpret, apply or enforce any provision of this title may be brought in the Court of Chancery. 72 Del.

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