Resources

Benefits of Independent and Delaware Perspectives on Board Self-Evaluations

Board self-evaluations are conducted by companies listed on the New York Stock Exchange and with increasing frequency by boards of other public and private companies. Feedback from director surveys and commentators suggests that, although directors are generally satisfied with the performance of their boards, a lack of independence has proved to be a meaningful hindrance to effective board... Continue Reading

Significant Changes To Delaware Unclaimed Property Laws With Important Dates Approaching

Delaware enacted a major overhaul of its unclaimed property statute on February 2, 2017 as Senate Bill 13, which was later amended by Senate Substitute No. 1 for Senate Bill 79 on June 29, 2017 (the “New Act”). The New Act affects companies currently under audit, companies in the Delaware voluntary disclosure program (a “VDA”) and any other companies that have unclaimed property reporting... Continue Reading

2017 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 (the ‘‘DGCL’’) and the Delaware ‘‘alternative entity’’ statutes—the Delaware Limited Liability Company Act (the ‘‘DLLCA’’), the Delaware Revised Uniform Limited Partnership Act (‘‘DRULPA’’) and the Delaware Revised Uniform Partnership Act... Continue Reading

Mennen Development: Delaware Supreme Court Affirms Court of Chancery Decision on Direction Adviser Liability

On June 21, 2017, the Delaware Supreme Court affirmed a landmark decision by the Delaware Court of Chancery that found an “adviser,” within the meaning of 12 Del. C. § 3313, liable for breach of his fiduciary duties. This decision is especially noteworthy because the Delaware Court confirmed that it will honor, subject to statutory limitations, the standard of liability selected by a settlor... Continue Reading

Delaware Estate Tax Repeal

On July 2, 2017, Delaware Governor John Carney signed into law House Bill No. 16, as amended, repealing Delaware’s estate tax for decedents who die after December 31, 2017. The repeal of Delaware’s estate tax will provide a substantial benefit to not only Delaware residents with taxable estates but also the estates of many nonresidents who die owning real or tangible personal property located... Continue Reading

Of Spoiled Milk—Warnings That Should and Should Not Have Been Issued: Another Take on the Potential for Management and Controlling Shareholder Liability Related to an Insolvent Company’s WARN Act Violations

For the better part of three decades, an apocryphal tale has circulated on the Internet about a man who leaps from a terminal height off a building only to be mortally wounded by a shotgun blast as he hurtles past an open window on the way down.  This dark fable then asks whether the medical examiner should conclude that the death of this man, who was imminently going to perish by his own hand,... Continue Reading

Responding to a Complaint: Delaware

A Q&A guide to responding to a complaint in a trial court of general jurisdiction in Delaware. This Q&A addresses the time to respond, extending the time to respond, pre-answer motions, answers, replies to the answer, counterclaims, crossclaims, third-party claims (also known as impleader) and defensive interpleader. Answers to questions can be compared across a number of jurisdictions... Continue Reading

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