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

The U.S. District Court for the District of Delaware continues to consider the best allocation of judicial resources now that it has a full complement of four District Court Judges and four Magistrate Judges, following the swearing in of new U.S. Magistrate Judge Jennifer L. Hall... Continue Reading

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

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

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

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

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

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

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

On February 28, 2019, the United States District Court for the District of Delaware announced the selection of Jennifer L. Hall to fill a newly created fourth Magistrate Judge position on the Court.  When Ms. Hall joins the bench, the District of Delaware will have four magistrate judges to serve alongside the Court’s four district court judges... Continue Reading