Resources

2019 Amendments to Delaware’s General Corporation Law and Alternative Entity Statutes

In its 2019 session, the Delaware legislature passed a number of amendments to the Delaware General Corporation Law and the Delaware “alternative entity” statutes—the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act, and the Delaware Revised Uniform Partnership Act... Continue Reading

Trust Law Roundup: Delaware: New Tools for Tending an Evolving Landscape

In June, Delaware enacted its latest installment of annual trust legislation. Trust Act 2019 includes many revisions and clarifications, but two new statutes, Sections 3343 and 3344 of Title 12 of the Delaware Code, represent material advancements in the law. Both statutes grant new trust powers that will help trustees and beneficiaries effectuate a trust’s purpose and maximize administrative... Continue Reading

2019 Q&A on the Delaware Law Amendments Relating to Registered Series of Limited Liability Companies

The DLLCA is amended annually to ensure that it is the preeminent statute governing LLCs and to ensure that the DLLCA addresses the needs of practitioners and persons using the LLC form, including the needs of M&A practitioners.  The amendments that took effect on August 1, 2019 provide for creation of “registered series” (Amendments), among other things. A registered series is... Continue Reading

Delaware Trust Act 2019 Legislative Update

Delaware Governor John C. Carney has signed House Bill 72 into law (“Trust Act 2019”).  The legislation, signed on June 19, 2019, further improves and modernizes Delaware trust law, including the following highlights: adding Section 3343 to Title 12 of the Delaware Code, which empowers a fiduciary who has the power to appoint successor trustees to appoint multiple trustees and to allocate... Continue Reading

Recent Delaware Rulings Highlight Chapter 11’s Inherent Flexibility

Congress designed Chapter 11 to be flexible to promote the twin goals of rehabilitating distressed businesses and maximizing stakeholder returns.1 Several recent decisions from the U.S. Bankruptcy Court and District Court for the District of Delaware highlight how Chapter 11’s inherent flexibility promotes these goals. These decisions include: allowing “horizontal gifting” of an... Continue Reading

Unclaimed Property Audit Alert: New Round of Delaware Voluntary Compliance “Invitations” Will Be Issued This Week

On Monday, May 20th, the Delaware Secretary of State issued a notice announcing that the State will distribute letters this week inviting companies to enter the Abandoned or Unclaimed Property Voluntary Disclosure Agreement Program (“VDA Program”).  This is a continuation of the State’s heightened enforcement initiative that we highlighted earlier this year.  We believe this round of... Continue Reading

“Kaesting” Doubt on the State Fiduciary Income Tax System

The U.S. Supreme Court will soon render a decision that could have a significant impact on the manner in which some states tax income accumulated in nongrantor trusts.  The case pending before the U.S. Supreme Court, North Carolina Dep’t of Revenue v. The Kimberley Rice Kaestner 1992 Family Trust (No. 18-457), involves a North Carolina statute that assesses a tax upon the undistributed income... Continue Reading

Delaware Corporation Law Section Approves Amendments to Delaware’s Alternative Entity Acts

On April 4, 2019, the Corporation Law Section of the Delaware State Bar Association approved amendments to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (the “DLLCA”), the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §§ 17-101 et seq. (the “DRULPA”), and the Delaware Revised Uniform Partnership Act, 6 Del. C. §§... Continue Reading

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