Analysis of the 2016 Amendments to the Delaware General Corporation Law

The 2016 amendments to the Delaware General Corporation Law (the “DGCL”) were recently enacted. Amendments to Delaware’s appraisal statute addressed concerns about “appraisal arbitrage” in merger transactions. The “medium form” merger provisions of Sections 251(h) were improved, and continue to allow for a publicly held target corporation to be acquired by a tender or exchange offer... Continue Reading

Constitutional Challenge to Delaware’s Unclaimed Property Law Dismissed on Standing/Ripeness Grounds

On August 16, 2016, the United States District Court for the District of Delaware issued an opinion in the case of Plains All American Pipeline, L.P. v. Cook, Civ. No. 15-468-RGA, granting defendants’ motions to dismiss federal Constitutional challenges to Delaware’s unclaimed property law for lack of subject matter jurisdiction where plaintiff failed to demonstrate that it had standing to... Continue Reading

2016 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 the Delaware ‘‘alternative entity’’ statutes—the Delaware Limited Liability Company Act (DLLCA), the Delaware Revised Uniform Limited Partnership Act (DRULPA), the Delaware Revised Uniform Partnership Act (DRUPA) and the Delaware Statutory Trust Act (DSTA). ... Continue Reading

Trust Act 2016 Legislative Update

On July 29, 2016, Delaware’s Governor, Jack Markell, signed new trust legislation into law that modifies Delaware’s nonjudicial settlement agreement (“NJSA”) statute, 12 Del. C. § 3338, to expand the utility and availability of Delaware NJSAs, and adds a new statute, 12 Del. C. §3342, that provides for modification of trusts if the trustor is living, upon consent or non-objection of all... Continue Reading

Amendments to the District of Delaware Local Rules

The District of Delaware has issued Amendments to the District of Delaware Local Rules (the “Amendments”) that will go into effect on August 1, 2016.  Although most of the modifications are cosmetic, we address here the more significant changes which include the “reasonable effort” definition for meet and confer, exemptions for bankruptcy appeals, objections to Magistrate Judge rulings,... Continue Reading

Recent Case Addresses LLC Managers’ Authority to Delegate

7.12.2016 - Client Alerts - Commercial

The Delaware Court of Chancery recently issued an important opinion addressing the ability of managers of a limited liability company to delegate to non-managers. The opinion in Obeid v. Hogan, CA. No. 11900-VCL (Del. Ch. Jun. 10, 2016), illustrates the importance of careful drafting in alternative entity governance documents. Particularly, drafters should consider (1) whether they intend to... Continue Reading

The Capital Markets and Benefit Corporations

In 2010, Maryland became the first state in the United States to adopt a benefit corporation statute, and since then 31 U.S. jurisdictions (along with Italy) have followed suit. In 2013, Delaware, the leading jurisdiction for incorporating in the United States, adopted its own version, authorizing “public benefit corporations.” In this short time frame, more than 3,600 companies have been... Continue Reading

Unclaimed Property―Voluntary Disclosure Agreements

A voluntary disclosure agreement program, also known as a VDA, is a program through which a holder can report on a voluntary basis its overdue unclaimed property. Commonly offered by states to encourage holders to come into compliance with their unclaimed property reporting obligations, most VDA programs offer valuable benefits frequently unavailable to holders undergoing the more traditional... Continue Reading


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