Publications

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

Overview of the Delaware Rapid Arbitration Act and Other Relevant Delaware M&A Issues

The Business Law Section of the American Bar Association hosted the 2016 Spring Meeting in Montréal from April 7 to 9, 2016. Former Vice Chancellor and Morris Nichols senior counsel Donald F. Parsons, Jr. served as a panelist in the Dispute Resolution Committee program, “Managing Cross-Border M&A Disputes for Effective Resolution and Enforcement” on April 8. Don’s presentation,... Continue Reading

Financial Advisor Engagement Letters: Post-Rural/Metro Thoughts and Observations

Much ink has been spilled discussing the factual and legal underpinnings of the Court of Chancery’s opinions in the Rural/Metro litigation. It seems the phrase “in doing so, they function as a gatekeeper” has attracted more attention over the past year than any other phrase in a Delaware opinion since “the directors of Trans Union breached their fiduciary duty” in Van Gorkom. This... Continue Reading

Benefit Corporations: Good for Shareholders and Stakeholders

In recent weeks, benefit corporations have been in the news. First KickStarter, a well-known funding platform for creative projects, announced that it had amended its charter to become a benefit corporation. Paul Polman, CEO of Unilever announced he was going to work toward bringing Certified B Corporations (which must adopt the benefit corporation structure or its equivalent) to multinationals... Continue Reading

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