E-Alerts / Newsletters

Consistent with Delaware's commitment to maintaining statutes that are state-of-the-art with respect to business entities, including statutory trusts, the Delaware Statutory Trust Act was amended on July 15, 2010.

On June 10, 2010, Governor Markell signed into law two bills that have a significant effect on developers of residential communities in Delaware.

On July 12, 2010, Governor Markell signed into law House Bill 475, which makes certain technical amendments to the Delaware Uniform Common Interest Ownership Act.

The Delaware General Assembly has recently enacted legislation amending the Delaware Limited Liability Company Act (DLLCA), the Delaware Revised Uniform Limited Partnership Act (DRULPA) and the Delaware Revised Uniform Partnership Act (DRUPA).

The U.S. Department of Labor clarified the definition of "son and daughter" under the Family and Medical Leave Act to ensure that an employee who assumes the role of caring for a child receives parental rights to family leave regardless of the legal or biological relationship to the child.

In two recent Third Circuit opinions, the Court: (1) en banc overruled the controversial Frenville test and set a new standard as to when a “claim” arises, and (2) found an agreement containing a trademark license not to be executory, with a concurring opinion criticizing those courts following Lubrizol.

In In re CNX Gas Corp. Shareholders Litigation, C.A. No. 5377-VCL (Del. Ch. May 25, 2010), the Delaware Chancery Court attempted to clarify the standard applicable to controlling stockholder tender offers and mergers. 

Legislation was introduced on May 4, 2010 the Delaware General Assembly that would significantly revise the State's "chronic violator" enforcement program.

On Monday, May 3, 2010, Governor Markell of Delaware signed into law House Bill 314 amending the Delaware Revised Captive Insurance Company Act.

During the past few months, several cases in the Delaware courts have raised important issues for Delaware corporations and their advisors.

On April 26, 2010, President Judge James T. Vaughn, Jr., of the Superior Court of Delaware  issued Administrative Directive No. 2010-3 creating a Complex Commercial Litigation Division within the Delaware Superior Court.

The implied contractual covenant of good faith and fair dealing is becoming more relevant in analyzing issues in the alternative entity context.

In Crown EMAK Partners, LLC v. Kurz, the Supreme Court affirmed in part and reversed in part the Court of Chancery’s holding in Kurz v. Holbrook.

As part of the recently enacted Patient Protection and Affordable Care Act ("PPACA"), the Fair Labor Standards Act has been amended, effective immediately, to require breaks for nursing mothers.

On March 18, 2010, the Hiring Incentives to Restore Employment Act (the "HIRE Act") was enacted into law.

On February 26, 2010, the Delaware Court of Chancery sustained a board's decision to adopt and use a poison pill rights plan with a 4.99% flip-in trigger designed to protect the corporation's net operating losses.

On February 9, 2010, the Delaware Court of Chancery issued an opinion with substantial significance for corporate practitioners.

In NACCO Industries, Inc. v. Applica Inc., the Court of Chancery reaffirmed Delaware’s enforcement of deal protection devices such as no-shop and notice provisions, and held that the Court had jurisdiction over common law fraud claims arising out of disclosures in federal securities filings. 

In Global Asset Capital, LLC v. Rubicon US Reit, the Court of Chancery held that binding letters of intent create enforceable rights that the Court will protect. 

In Paolino v. Mace Security International, Inc., the Court of Chancery granted advancement rights to a former officer and director for his defense of counterclaims asserted by the corporation despite the fact that the initial proceeding had been initiated by the former officer and director.

In Vichi v. Koninklijke Philips Electronics, the Court of Chancery interpreted the application of a recent amendment to the Delaware Securities Act and addressed the ability of creditors of a limited liability company that is insolvent or in the zone of insolvency to bring direct claims against that entity.

In Whittington v. Dragon Group, L.L.C., the Delaware Supreme Court addressed, in the case of an individual, the requirements to establish a contract under seal.  

In TR Investors, LLC v. Genger, the Court of Chancery addressed allegations of spoliation of evidence, violations of the Court’s status quo order, and the stringent remedies for such actions. 

In connection with recent legislation expanding the authority of the Court of Chancery to allow the Court’s judges to arbitrate business and technology disputes where there is no pre-existing pending action, the Court adopted new rules effective February 1, 2010, to govern such arbitrations.

During the past few months, several cases in the Delaware courts have raised important issues for Delaware corporations and their advisors.

In a January 26, 2010 notice posted on the United States District Court of Delaware’s website, it was announced that Judge Joseph J. Farnan Jr. will retire from the bench effective July 31, 2010.

Third Circuit Court of Appeals Reaffirms (and Potentially Relaxes) O’Brien Break-Up Fee Standard

Delaware Bankruptcy Judge Sontchi holds, in the Six Flags chapter 11 case, that an informal committee is not a “committee” within the plain meaning of Rule 2019 unless it is formed by a larger group either by consent, contract, or operation of law, thereby declining to follow recent decisions of the United States Bankruptcy Courts for the Southern District of New York and the District of Delaware.

In Olson v. Halvorsen, the Delaware Supreme Court ruled that the statute of frauds applies to LLC agreements.

In Lola Cars International Ltd. v. Krohn Racing, LLC, the Delaware Court of Chancery interpreted an LLC agreement with respect to and otherwise discussed judicial dissolution of a Delaware LLC.

Information regarding a new law that expands FMLA coverage, exigency leave and caregiver leave.

During the past few months, several cases in the Delaware courts have raised important issues for Delaware corporations and their advisors.

New E-Verify rules, sexual orientation discrimination and information on I-9 audits.

Delaware courts have recently addressed important issues affecting Delaware corporations and their advisors.

Amendments to legislation affecting Delaware LLCs, general partnerships and limited partnerships have recently been enacted.

Recent judicial decisions address E-Verify Rules and discrimination based upon sexual orientation under Title VII.

On October 31, 2008, Governor Minner signed into law the Delaware Uniform Common Interest Ownership Act. The Act, which was effective October 31, 2008, affects both new and existing communities, including certain maintenance associations.

In the last few months, the United States District Court for the District of Delaware has issued a number of decisions of note in the intellectual property area.

During the past few months, several cases in the Delaware courts have raised important issues for Delaware corporations and their advisors.

Delaware Court Rejects Issuer's Attempt to Keep By-Law Proposal Off Ballot

Delaware Supreme Court Reverses Chancery Court’s Lyondell Decision

Important Proposed Amendments to the General Corporation Law of the State of Delaware Relating to Proxy Access, Proxy Expense Reimbursements, Record Date Bifurcation and Other Matters

On October 31, 2008, Governor Minner signed into law the Delaware Uniform Common Interest Ownership Act. The Act, which was effective October 31, 2008, affects both new and existing communities, including certain maintenance associations.

In Fisk Ventures, LLC v. Segal, the Court of Chancery granted petitioner’s motion for judgment on the pleadings and ordered dissolution of a limited liability company.

During the past few months, several cases in the Delaware courts have raised important issues for Delaware corporations and their advisors.

Bankruptcy Court holds that private label credit card program is not a contract to make a loan or to extend a financial accommodation and thus may be assumed and assigned over the credit card issuer's objection.

The U.S. Department of Labor has issued the final regulations under the Family Medical Leave Act (FMLA) clarifying certain employer and employee leave rights under the law

For the first time since the enactment of the Delaware Statutory Trust Act (the “DSTA”) more than twenty years ago, a Delaware court has addressed fiduciary duties in the context of a Delaware statutory trust.

On October 31, 2008, Governor Minner signed into law the Delaware Uniform Common Interest Ownership Act.

Delaware's Statute of Frauds Applies to LLC Agreements

During the past few months, the Delaware courts have issued several opinions that raise important issues for Delaware corporations and their advisors.

The Delaware Court of Chancery denies petition for judicial dissolution, finding that judicial dissolution is a limited remedy.

Delaware Bankruptcy Court holds that timing of employee termination -- pre-petition or post-petition -- determines whether WARN Act damages are accorded administrative expense priority.

President George W. Bush signed into law amendments to the Americans with Disabilities Act (“ADA”) that will clarify and expand the protections afforded to disabled individuals.

In the last few months, the United States District Court for the District of Delaware has issued a number of decisions of note in the intellectual property area.

Chancery Court Enforces Provision in LLC Agreement Waiving the Right to Petition for Judicial Dissolution

Delaware Court Of Chancery Holds That No Cause Of Action For “Deepening Insolvency” Exists Under Delaware Law

The Delaware Court of Chancery fires a warning shot regarding sales process issues.

During the past few months, the Delaware courts have issued several opinions and made various rulings that raise important issues for Delaware corporations and their advisors.

The Delaware General Assembly has recently enacted legislation amending the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act.

The Delaware Supreme Court holds that a bylaw requiring expense reimbursement of a successful campaign to elect a short slate of directors violates Delaware law.

Equitable defense results in dismissal of claims against financial advisor.

Delaware enacted legislation that will affect the transfer or closing of facilities in Delaware where chemical or hazardous substances have been or are located.

The Delaware Supreme Court affirms that non-stockholding directors lack standing to sue derivatively, and other related updates.

The Delaware Court of Chancery holds that a company's notice of annual meeting identifying election of directors as "business" allows dissident stockholder to nominate director candidates without advance notice.

In the last few months, the United States District Court for the District of Delaware has issued a number of decisions of note in the intellectual property area.

Legislation has been introduced in the Delaware General Assembly that will affect the transfer or closing of facilities in Delaware where chemical or hazardous substances have been or are located.

On January 28, 2008, President Bush signed into law the first legislative expansion of rights under the Family and Medical Leave Act ("FMLA") since its enactment in 1993.

In the past few months, the Delaware courts have issued several opinions that raise important issues for Delaware corporations and their advisors.

Delaware Bankruptcy Court Enforces “X-Clause” in Subordinated Note Indenture

Delaware Court of Chancery Denies United Rentals' Petition for Specific Performance of Merger Agreement

In the last few months, the United States District Court for the District of Delaware has issued a number of decisions of note in the intellectual property area.

Delaware Court of Chancery Refuses to Enjoin Merger Vote Where Proxy Statement Did Not Disclose Raw Data Underlying Fairness Opinion

In the past few months, the Delaware courts have issued several opinions that raise important issues for Delaware corporations and their advisors.

On July 18, 2007, Delaware Governor Ruth Ann Minner signed into law legislation that provides a comprehensive scheme for the formation of special purpose financial captive insurance companies ("SPFCs").

The Delaware General Assembly has recently enacted legislation amending the Delaware Limited Liability Company Act (DLLCA), the Delaware Revised Uniform Partnership Act (DRUPA) and the Delaware Revised Uniform Limited Partnership Act (DRULPA)

Third Circuit Rules On Important Parent/Subsidiary Privilege Issues

In the past few months, the Delaware courts have issued several opinions that raise important issues for Delaware corporations and their advisors.

Delaware Court of Chancery Enjoins Merger Vote Pending Supplemental Disclosure and Release of Competitor From Standstill to Permit it to Make a Competing Offer

Delaware Court of Chancery Dismisses Derivative Complaint Alleging Stock Option Backdating

Delaware Supreme Court Clarifies Directors’ Fiduciary Duties to Creditors

In the past few months, the Delaware courts have issued several opinions that raise important issues for Delaware corporations and their advisors.

Delaware Bankruptcy Court Denies Reclamation Claimant’s Request for Temporary Restraining Order Due to Lender’s Lien on Reclaimed Goods

In the past few months, the Delaware courts have issued several opinions that raise important issues for Delaware corporations and their advisors.

In the last few months, the United States District Court for the District of Delaware has issued a number of decisions of note in the intellectual property area.

In Stone v. Ritter, the Delaware Supreme Court affirmed the Court of Chancery’s dismissal of a complaint bringing a stockholders’ derivative action against fifteen current and former directors of AmSouth Bancorporation (“AmSouth”), a Delaware corporation.

In the past few months, the Delaware courts have issued several opinions that raise important issues for Delaware corporations and their advisors.

In the last few months, the United States District Court for the District of Delaware has issued a number of decisions of note in the intellectual property area.

A summary of the amendments to the General Corporation Law of the State of Delaware (the “General Corporation Law”) and to certain provisions of the Delaware Code relating to corporate franchise taxes is enclosed.

Delaware Bankruptcy Court Approves Non-Consensual Third Party Releases in Chapter 11 Plan

In the past several months, the Delaware courts have issued a number of important opinions that raise significant issues for Delaware corporations and their advisors.

The Delaware State Legislature recently enacted a series of amendments to the Delaware Statutory Trust Act.

In Lola Cars International Ltd. v. Krohn Racing, LLC, the Delaware Court of Chancery interpreted an LLC agreement with respect to and otherwise discussed judicial dissolution of a Delaware LLC.