On January 1, 2024, the Corporate Transparency Act (the “Rule”) is set to go into effect. The Rule will require entities formed by the filing of a document with a secretary of state (such as limited liability companies, corporations, statutory trusts, and certain other entity types) (collectively, “Reporting Companies”) to submit beneficial ownership information directly to…
The fiduciary duties of directors of a Delaware corporation are frequently summarized as follows: “[T]he fiduciary relationship requires that the directors act prudently, loyally, and in good faith to maximize the value of the corporation over the long-term.” Embedded within that formulation is a temporal element: the duty is tied to the deliberately amorphous “long term”…
Beginning on January 1, 2024, the Corporate Transparency Act (the “CTA’’) will impose filing and reporting obligations on certain entities, such as Delaware limited liability companies and Delaware limited partnerships, with civil and criminal penalties possible for noncompliance. For individuals utilizing Delaware entities within their estate planning or in connection with their personal investing or business…
Under Delaware law, corporate fiduciaries owe an affirmative duty of disclosure when seeking stockholder action—including, for example, presenting a matter for stockholder approval or proposing a transaction that otherwise requires stockholders to make an investment decision, such as whether to seek appraisal or participate in a corporation’s self-tender. In these circumstances, directors owe an affirmative duty…
In what may be the last opinion from the Delaware Court of Chancery relating to Elon Musk’s acquisition of the company formerly known as Twitter, Crispo v. Musk, C.A. No. 2022- 0666-KSJM (Del. Ch. Oct. 31, 2023), the Court rejected a mootness fee petition brought by a former Twitter stockholder. The former stockholder, who brought suit…
Section 145(g) of the Delaware General Corporation Law was amended in 2022 to authorize Delaware corporations to use captive insurance, subject to a limited set of minimum exclusions, to protect directors, officers and certain other covered persons against liability, even if the corporations would not be empowered to indemnify them. Such insurance for non-indemnifiable claims is…
WILMINGTON, Delaware (October 03, 2023) – Richards, Layton & Finger, P.A. along with co-counsel Cyrulnik Fattaruso LLP achieved a significant victory in the Delaware Court of Chancery today for clients IDT Corporation, Howard Jonas, and the Patrick Henry Trust, with the Court rejecting class action claims asserted by a former stockholder of Straight Path Communications Inc. seeking…
On September 11, 2023, Governor Carney signed into law the Delaware Personal Data Privacy Act (the “Act”), making Delaware one of twelve states that have passed comprehensive data privacy laws in the absence of a national law. The Act, which takes effect on January 1, 2025, will require companies and individuals that fall under its purview…
The Delaware Division of Paid Leave will hold a series of four public information sessions in late September and early October for Delaware employers to learn about two new programs in the state: (1) Delaware’s Paid Family and Medical Leave program, and (2) the Delaware Expanding Access for Retirement and Necessary Saving (EARNS) program, which will…
On August 18, 2023, Governor John Carney signed Senate Bill No. 157 (“SB 157”) into law. SB 157 incorporates amendments, approved by the Uniform Law Commission in 2022, into the Delaware Uniform Commercial Code (“Delaware UCC”). These 2023 amendments include, but are not limited to: Creating a new Article 12 to address “controllable electronic records” (“CERs”)…