Articles

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 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

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

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

Public Benefit Corporations

A new form of corporate governance — the benefit corporation model — has been adopted in 31 U.S. jurisdictions, including Delaware, and on the international scene. Benefit corporation statutes allow corporations to opt into a governance model that requires directors to balance the interests of all stakeholders — stockholders, employees, customers, and the public — when making decisions.... Continue Reading

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