Articles

How to Deal With Repeal—Dynasty Trust Planning Will Be an Essential Tool

Once again, it appears there’s a strong possibility that the federal estate tax and generation-skipping transfer (GTS) tax may be repealed. President Donald J. Trump and the Republican majority in the House and Senate all support a repeal of the “death tax.” One must only revisit the last time Republicans held control of the House, Senate and the White House in 2001 to identify the last time... 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

Recent Developments in Delaware Commercial Law: Important Decisions and Legislation for Contract Drafting

Over the past few years, there have been numerous developments in Delaware commercial law as a result of court decisions and legislation. This article addresses a few of these developments that are particularly relevant to drafting and interpreting certain provisions in merger agreements, stock purchase agreements, asset purchase agreements and other transaction documents. This article is not... 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 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

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