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

Yes PPLIease! A New Day for Private Placement Life Insurance Planning in Delaware

Delaware’s House and Senate have recently passed a bill that amends Section 702 of Title 18, which pertains to the State’s premium tax on life insurance policies issued in Delaware. The bill adds new Subsection 702(c)(3) to the Section, providing that the premium tax on private placement life insurance (“PPLI”) policies delivered in the State of Delaware shall be 2.0% on the first $100,000... Continue Reading


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