Resources

Analysis of the 2018 Amendments to the Delaware General Corporation Law

The 2018 amendments to the Delaware General Corporation Law (the ‘‘DGCL’’) were recently enacted. The amendments update the ratification statute, Section 204, to address recent case law. Nonstock or ‘‘membership’’ corporations are now also permitted to use the statutory ratification provisions to cure corporate defects. With respect to the avail- ability of appraisal rights in... Continue Reading

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

U.S. Senate Confirms District of Delaware Judicial Nominees

We are pleased to announce that Maryellen Noreika and Colm Connolly were confirmed by the U.S. Senate on August 1 to serve as District Judges on the United States District Court for the District of Delaware. Ms. Noreika and Mr. Connolly were nominated by President Trump on December 20, 2017 and approved by the Senate Judiciary Committee on March 15, 2018. They will fill the vacancies created by... 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

Court of Chancery Finds that MLP Breached Partnership Agreement by Unfairly Issuing Securities

In In re Energy Transfer Equity L.P. Unitholder Litigation, the Court of Chancery of the State of Delaware concluded that a private offering of securities by Energy Transfer Equity, L.P. (ETE) breached its limited partnership agreement (LPA). The court considered, among other issues, the meaning of the term “distribution” in the LPA and considered which party would bear the burden of proving... Continue Reading

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