Delaware Public Benefit Corporation Practice Note, Standard Clause & Conversion Checklist

Morris Nichols attorneys Rick Alexander, Eric Klinger-Wilensky and Melissa DiVincenzo published three guides on Delaware public benefit corporations for Practical Law Corporate & Securities.  Their Delaware Public Benefit Corporation Practice Note provides an overview of public benefit corporations organized in Delaware. It highlights the special provisions that apply to this type of... Continue Reading

Guidance on Identifying “Officers” for Advancement and Indemnification

A recent decision by Vice Chancellor Travis Laster of the Delaware Court of Chancery suggests that boilerplate advancement and indemnification bylaws, which ambiguously define “officers,” may be construed to apply to a broad group of individuals within a corporate structure. Although the actual ruling in this case was that a former vice president at a subsidiary of Goldman Sachs was not... Continue Reading

Analysis of DING Trust Rulings PLR 201426014 and PLR 201642019

PLR 20146014 addressed all of the rulings relevant to the tax structure of a so-called DING trust, except that there is one major factual difference upon which the IRS ruled. In that ruling, if Child 1 and Child 2 are no longer serving as the Distribution Committee, or if there are fewer than two members of the Distribution Committee serving, then all of the trust property would be distributed... Continue Reading

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


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