Trust Act 2015 Legislative Update

On July 10, 2015, Delaware Governor Jack Markell signed Senate Bill 42 into law effective immediately, then on August 7, 2015, Governor Markell signed House Bill 164 into law effective as of August 1, 2015.  Those laws (collectively “Trust Act 2015”) provide many advancements in Delaware trust law. Settlors, beneficiaries and fiduciaries of trusts now have more tools and... Continue Reading

Upcoming Delaware Secretary of State Office Closure

In connection with a major upgrade of its computer platform, the Delaware Secretary of State’s Division of Corporations will close at 4:30 p.m. on Thursday, September 3, 2015, and will reopen for business at 8:00 a.m. on Tuesday, September 8, 2015.  During this four-day period (which includes Labor Day), it will not be possible to process or submit filings, obtain copies of documents on... Continue Reading

2015 Amendments to the Delaware General Corporation Law

Morris Nichols attorneys Jeff Wolters and Dan Matthews contributed an article on 2015 amendments to the Delaware General Corporation Law (DGCL). The authors discuss important changes which include the addition of a prohibition on “fee-shifting” charter and bylaw provisions for stock corporations, express authorization of exclusive forum provisions, amendments confirming that the DGCL... Continue Reading

Examining the 2015 Amendments to Delaware’s General Corporation Law and Alternative Entity Statutes

In its last session, the Delaware legislature passed a number of amendments to the Delaware General Corporation Law (“DGCL”) and to three of Delaware’s four “alternative entity” statutes—the Delaware Limited Liability Company Act (“DLLCA”), the Delaware Revised Uniform Limited Partnership Act (“DRULPA”) and the Delaware Revised Uniform... Continue Reading

Governor Markell Signs Second Leg of Unclaimed Property Reform Legislation into Law

On July 22, 2015, Delaware Governor Jack Markell signed Senate Bill No. 141 into law. The bill was introduced in the Delaware State Senate on June 16, 2015 and passed the Delaware House in the early morning hours of July 1, 2015. The speed with which this legislation passed indicates that Delaware is serious about reforming its Unclaimed Property Program... Continue Reading

Delaware Court of Chancery Awards Less Than Merger Price in Appraisal Proceeding

In a decision consistent with the outcome of a number of recent appraisal cases, the Delaware Court of Chancery in LongPath Capital, LLC v. Ramtron International Corp. relied on the negotiated merger price as the best evidence of “fair value” for purposes of Section 262 of the Delaware General Corporation Law.  And, in the most noteworthy portion of the decision, the Court... Continue Reading

Second Leg of Unclaimed Property Reform Legislation Passed by the Delaware Legislature

On June 16, 2015, Senate Bill No. 141 was introduced in the Delaware State Senate.  In the early morning hours of July 1, 2015 (with the Delaware “legislative calendar” still reading June 30, 2015) this legislation, which had already passed the State Senate, passed the Delaware House and awaits Governor Jack Markell’s signature.  The speed with which this legislation... Continue Reading

The Death of the Dead-Hand Poison Put?

Morris Nichols attorneys Bill Lafferty, John DiTomo and Mac Measly contributed this article on the Delaware Court of Chancery ruling in Healthways II concerning a so-called “dead hand proxy put” provision in a credit agreement. The authors discuss proxy put trends, the history of the case and practical implications... Continue Reading