Resources

Major Reforms Proposed in Unclaimed Property Legislation Introduced in Delaware Senate

Senate Bill 13, cosponsored by Senator Bryan Townsend and Representative Bryon Short, on January 12, 2017, is a major overhaul of Chapter 11, Title 12 of the Delaware Code, Delaware’s unclaimed property statute, and is aimed at both updating Delaware law in light of the 2016 Revised Uniform Unclaimed Property Act (“RUUPA”) developed by the Uniform Law Commission and at addressing certain... Continue Reading

Moving Beyond Shareholder Primacy: Can Mammoth Corporations Like ExxonMobil Benefit Everyone?

The New York Times recently took issue with Rex Tillerson, the President-elect’s nominee for Secretary of State, and the current CEO of ExxonMobil. Why? “Tillerson Put Company’s Needs Over U.S. Interests,” accused the front page headline. The article details how the company puts shareholders’ interests before the interests of the United States and of impoverished citizens of countries... Continue Reading

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

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