Commercial Transactions

Overview

Richards Layton has been instrumental in shaping Delaware’s flexible statutory framework that allows investors, entrepreneurs, and managers to fashion their business organizations in the most efficient configuration. That insider’s perspective is fundamental to our effectiveness at helping our clients, including major national and international businesses, structure and implement their commercial transactions.

We work with these clients, and often with their primary legal counsel, as Delaware counsel to advise on how Delaware law impacts their:

  • Organizational documents, whether for public or private companies;
  • Rights and responsibilities under the UCC and other Delaware business laws;
  • Contractual rights and obligations;
  • Acquisition transactions;
  • Asset securitization and structured finance transactions;
  • Licensing agreements and joint ventures;
  • Delaware affiliates involved in merger and acquisition transactions; and
  • Supply and distribution agreements.

Richards Layton has been instrumental in shaping Delaware’s flexible statutory framework that allows investors, entrepreneurs, and managers to fashion their business organizations in the most efficient configuration. That insider’s perspective is fundamental to our effectiveness at helping our clients, including major national and international businesses, structure and implement their commercial transactions.

We work with these clients, and often with their primary legal counsel, as Delaware counsel to advise on how Delaware law impacts their:

  • Organizational documents, whether for public or private companies;
  • Rights and responsibilities under the UCC and other Delaware business laws;
  • Contractual rights and obligations;
  • Acquisition transactions;
  • Asset securitization and structured finance transactions;
  • Licensing agreements and joint ventures;
  • Delaware affiliates involved in merger and acquisition transactions; and
  • Supply and distribution agreements.

Authoritative Opinions
We have drafted or helped shape key business statutes, and litigated many of the key cases interpreting these statutes. That gives us unique institutional knowledge and insights that we use to our clients’ advantage, enabling them to complete transactions successfully. Often companies based in other jurisdictions find it advantageous to develop a Delaware special purpose entity to carry out a joint venture or other contractual arrangement. Those companies and their counsel turn to Richards Layton to provide advice on what works under Delaware law, and what the rights and responsibilities of each party will be.

Delaware UCC and Contract Insight
Directors of our firm are the current and past chairs of the Delaware State Bar Association’s UCC Committee. We have been instrumental in the drafting of Delaware’s version of Revised Article 9 of the Delaware UCC, which deals with the perfection and enforcement of security interests. Delaware’s role as a primary jurisdiction of organization for business entities gives great weight to the state’s UCC provisions, and clients rely on our UCC opinions in hundreds of complex transactions every year.

Our commercial transactions lawyers understand contract arrangements in a wide range of businesses and industries, and know how the UCC and other contractual standards apply to them. Clients rely on us to maximize their advantage and make deals more profitable because we excel at anticipating and resolving due diligence issues during contract negotiation.

 

Publications

  • "Delaware Laws & Programs Affecting Business - 2011 Edition," July 2011   View >
  • "Amendments to the General Corporation Law of the State of Delaware," February 23, 2009   View >