In Building Trades Pension Fund of Western Pennsylvania v. Desktop Metal, a stockholder plaintiff brought derivative claims against Desktop Metal, Inc., alleging that a provision of the company’s rights plan, which was adopted in connection with a proposed merger transaction, impermissibly chilled the free exercise of stockholder voting with respect to the merger agreement at an…
On August 9, 2023, Governor Carney signed House Bill 62 into law, requiring a general reassessment of all real property to be performed within each county at least once every five years. All three Delaware counties (New Castle, Kent, and Sussex) are performing a general reassessment in connection with Vice Chancellor Laster’s decision in In re…
As the Delaware Supreme Court recently reaffirmed in Daniel v. Hawkins, 289 A.3d 631 (Del. 2023), proxies are generally construed narrowly under Delaware law. In light of these principles of strict construction, proxies in voting and support agreements, secured debt instruments, and other corporate documents should be drafted in a manner that fully reflects the intended…
Legislation proposing to amend the Delaware Limited Liability Company Act (LLC Act), the Delaware Revised Uniform Limited Partnership Act (LP Act) and the Delaware Revised Uniform Partnership Act (GP Act) (collectively, the LLC and Partnership Acts) has been introduced to the Delaware General Assembly. The following is a brief summary of some of the more significant…
On May 4, 2023, the U.S. Department of Homeland Security (DHS) and U.S. Immigration and Customs Enforcement (ICE) announced that after the I-9 requirement flexibilities implemented during the COVID-19 pandemic sunset on July 31, 2023, employers will have thirty (30) days to reach compliance with Form I-9 requirements. Specifically, for employees hired on or after March…
In an increasingly complex and rapidly evolving economic climate, commercial real estate (CRE) lenders need to be prepared to take action to protect existing loan portfolios from broader macroeconomic conditions. A confluence of events culminated in the current state of the market, starting with coronavirus business closures, stay-at-home orders, supply-chain disruption, pandemic work-from-home and, most recently,…
The recently enacted federal Pregnant Workers Fairness Act (“PWFA”) requires employers with 15 or more employees to provide reasonable accommodations to workers for known limitations related to pregnancy, childbirth, or related medical conditions, unless the accommodation will cause the employer an undue hardship. The new law goes into effect on June 27, 2023, which is also…
Climate Change, Environmental Justice, Zero Emission Vehicles, and More The 152nd General Assembly is in session, and all indications point to an active year for environmental legislation. In 2022, climate change and environmental justice bills were introduced but did not pass. Sponsors of those bills are expected to introduce new bills this year, and there is…
On April 21, 2023, Governor John Carney announced his intention to allow House Bills 1 and 2 (respectively, “HB 1” and “HB 2”) to be enacted into Delaware law without his signature, legalizing certain recreational use and possession of marijuana and marijuana-related paraphernalia in the State of Delaware. HB 1 and HB 2 became effective immediately,…
On April 28, 2023, Laura D. Hatcher was sworn in as a Magistrate Judge for the United States District Court for the District of Delaware. She succeeds Chief Magistrate Judge Mary Pat Thynge, who retired on March 31, 2023. Before her appointment, Magistrate Judge Hatcher served as the chief of the civil division of the United…