The Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq., makes certain statutory rules applicable only by default (i.e., only in situations in which members of a Delaware limited liability company have not otherwise provided in their limited liability company agreement).

On January 30, 2013, Delaware Governor Markell signed House Bill No. 2, which amended the Secretary of State VDA program.

Recently, in Burtch v. Luminescent Systems (In re AE Liquidation), the U.S. Bankruptcy Court for the District of Delaware was faced with a motion to protect from discovery documents drafted in preparation for mediation. While the court ultimately granted the motion for protective order, the decision should serve as a reminder to practitioners of the potential for discovery of documents prepared for mediation.

This Practice Note provides a background on a lender's potential environmental liabilities for issuing a loan where real property is the collateral.

This Practice Note provides an introduction to the environmental due diligence process regarding commercial real estate loans.

In In re Celera Corporation Shareholder Litigation, the Delaware Supreme Court upheld the Court of Chancery’s decision to certify as class representative a plaintiff that had sold its stock prior to the challenged merger, but held that, under the facts and circumstances of the case, the Court of Chancery had abused its discretion by failing to provide a significant stockholder with the right to opt out of the class.

ABA inaugurates their Local Rules Corner series with a look at the Delaware Bankruptcy Court’s local rules.

In In re Complete Genomics Shareholder Litigation, a recent decision by Vice Chancellor J. Travis Laster, the Court of Chancery preliminarily enjoined BGI-Shenzhen's acquisition of Complete Genomics Inc. pending supplemental disclosures concerning (1) discussions between the company's CEO and BGI's CEO regarding post-transaction employment and (2) clarification of inaccurately described and ambiguous provisions of the merger agreement.

This article sets forth some typical allegations found in complaints challenging Section 162(m) plans, discusses the courts’ treatment of various arguments that have been raised in motions to dismiss, describes what typical settlements look like, and provides practical advice to mitigate the risk of becoming the target of one of these lawsuits.