Articles

Del. Series LLC Changes Bring Clarity for Secured Lenders

Delaware recently passed amendments to the Delaware Limited Liability Company Act that enable a new type of series of an LLC known as a “registered series.” The changes address historical uncertainty among lenders seeking to perfect a security interest with respect to a secured lending transaction involving a series of a Delaware limited liability company as a borrower... Continue Reading

2018 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 (the “DGCL”) and the Delaware “alternative entity” statutes—the Delaware Limited Liability Company Act (the “DLLCA”), the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”), the Delaware Revised Uniform Partnership Act (the “DRUPA”) and the... Continue Reading

Litigating Appraisal Actions: Key Issues and Considerations

Statutory appraisal remedies allow stockholders who believe they have received inadequate consideration in certain transactions, such as mergers or consolidations, to obtain a judicial determination of the fair value of their shares. Over the years, courts, litigants, and experts alike have grappled with how to make an appropriate fair value determination. To marshal the evidence necessary to most... Continue Reading

Delaware Legislature Responds to Growing Business Interest in Sustainability Measures

Over the last decade, corporate responsibility and sustainability has moved to the forefront. Large businesses have Chief Sustainability Officers and produce sustainability reports—indeed, more than 80% of the S&P 500 do so. Investors seek consistent sustainability information and propose resolutions on matters from gender equality to human rights to climate change, and these are... Continue Reading

Delaware Decantings: A Practical Guide to the Pitfalls and Perils

Fifteen years ago Delaware enacted its decanting statute with the addition of Section 3528 to Title 12 of the Delaware Code. Decanting became part of a growing list of innovative laws that propelled Delaware into the leading jurisdiction that it is for the creation and administration of trusts. Decanting may seem simple, but its execution can be complicated. This article will identify some of the... Continue Reading

Derivative Lawsuits

Morris Nichols partner RJ Scaggs is coauthor of the Bloomberg BNA Corporate Practice Series Portfolio, Derivative Lawsuits.  The recently revised treatise, updated on a roughly biennial basis, explores all facets of derivative litigation.  The portfolio begins by distinguishing between direct and derivative claims and goes on to discuss some common requirements for derivative complaints.  The... Continue Reading

Delaware Litigation 2017: Assessing Trends at Year-End

Litigation in Delaware in 2017 has somewhat turned on its head the long-held expectation that “every public deal draws a lawsuit” but “private company stockholders rarely sue.” Early indications that public company deal litigation would decrease in Delaware courts have proven to be accurate through 2017. Yet the Delaware Court of Chancery has been busier than ever — so much that Chief... Continue Reading

ePubs

Delaware's Leading
Legal Practice Publications


fully text searchable, quick-find sections, bookmarkable pages