Tag: Corporate Counseling

2020 Amendments to Delaware’s General Corporation Law and Alternative Entity Statutes

In its 2020 session, the Delaware legislature passed a number of amendments to the Delaware General Corporation Law and the Delaware “alternative entity” statutes—the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act, the Delaware Revised Uniform Partnership Act and the Delaware Statutory Trust Act... Continue Reading

Five Delaware Law Developments for Venture-Backed Companies in 2020

The first quarter of 2020 has brought interesting Delaware law developments for private, venture-backed companies. As is often the case, arising issues for companies in the venture capital and private equity space have had a different emphasis from the public company area. While public companies may be considering issues such as “virtual” stockholder meetings, delayed... Continue Reading

Delaware Supreme Court Holds Federal Forum Selection Provisions for Claims Arising Under the Securities Act of 1933 Are Facially Valid

On March 18, 2020, the Delaware Supreme Court issued an important opinion holding that federal forum selection provisions adopted by Delaware corporations requiring that stockholders file actions arising under the Securities Act of 1933 (“1933 Act”) in federal court—and not state court—are facially valid. In so doing, the Delaware Supreme Court reversed the Court of Chancery’s decision... Continue Reading

2019 Amendments to Delaware’s General Corporation Law and Alternative Entity Statutes

In its 2019 session, the Delaware legislature passed a number of amendments to the Delaware General Corporation Law and the Delaware “alternative entity” statutes—the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act, and the Delaware Revised Uniform Partnership Act... Continue Reading

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

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

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