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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

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

On April 6, 2018, 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. §§ 15-101 et seq. (the... Continue Reading

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