Resources

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

New Delaware Certificate Brings Authentic Sustainability into Boardrooms

Almost 90 percent of CEOs claim that sustainability is key to success. But what does sustainability success look like, and particularly from the board’s oversight role? More importantly, how do your company’s sustainability efforts stack up? Do key stakeholders understand your commitment? After completing multiple surveys, are your employees experiencing “sustainability fatigue?”.. 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

Be On Alert—State of Delaware Ramps Up Unclaimed Property Enforcement

For those who thought the State of Delaware had gone out of the unclaimed property business—think again. After a 2017 overhaul of Delaware’s unclaimed property laws and an increased emphasis on voluntary compliance with those laws, Delaware is sending out dozens of “invitations” to companies to enter its Abandoned or Unclaimed Property Voluntary Disclosure Agreement Program (the “VDA... Continue Reading

Where There’s a Will, There’s Family: Pre-mortem validation and no-contest clauses to the rescue!

In recent years, many states have enacted pre-mortem validation statutes enabling testators or settlors to take proactive steps to avoid will or trust contests. Pre-mortem validation statutes provide a mechanism to be used during the testator’s life to ensure testamentary documents are declared valid and to avoid post-death challenges. Another approach that offers a strong deterrent to will... Continue Reading

Delaware Supreme Court Rules on Minority Members’ Rights in the Sale of LLCs

In Oxbow Carbon & Minerals Holdings, Inc. v. Crestview-Oxbow Acquisition, LLC, the Delaware Supreme Court affirmed in part and reversed in part a decision by the Court of Chancery that used the implied covenant of good faith and fair dealing to permit minority members (the “Minority Members”) of a Delaware limited liability company (the “LLC”) to cause a sale of the LLC despite the... Continue Reading

District of Delaware to Continue Operations During Shutdown

On January 16, 2019, the U.S. District Court for the District of Delaware released a Notice regarding Court operations during the current lapse in appropriations. Although the Administrative Office of the United States Courts has advised that funding for Fiscal Year 2019 will be exhausted on Friday, January 25, the Court will “remain open and operational without disruption” after that date,... Continue Reading

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