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…

Environmental due diligence is a significant component of commercial real estate transactions, and a Phase I environmental site assessment (“ESA”) is the usual starting point for due diligence. Although the Phase I ESA has become a near-commodity, not all assessments are created equal, and understanding the scope of what is (and is not) encompassed by a…

On May 10, 2022, Governor John Carney signed the Healthy Delaware Families Act (“HDFA”), a state-run leave program that will provide paid family and medical leave to most employees in the private sector.  Employees will be able to take advantage of the paid leave benefits beginning January 1, 2026. Generally, the HDFA will require Delaware employers…

Getting the Deal Through is a quick reference guide enabling side-by-side comparison of local insights into real estate law and investment across the United States, including rights and registration; sale and purchase; brokerage; leases; taxes; finance and security; investment climate and structures; land use, including zoning, planning permission, historical / cultural preservation, and government expropriation;…

During the past several decades, real estate financings have developed from fairly simple borrower/single-lender relationships to structured multiple-lender and capital-markets driven arrangements. Lower pricing and increased loan proceeds have made these types of transactions very attractive to borrowers. However, borrowers may not fully appreciate the intangible costs that arise out of the changes to the relationship…

Legislation proposing to amend the General Corporation Law of the State of Delaware (the “DGCL”) is expected to be introduced to the Delaware General Assembly for consideration during its 2022 regular session.  If enacted, the 2022 amendments to the DGCL will, among other things, (i) enable corporations to include in their certificates of incorporation provisions exculpating…

It was April 2018 and my office was lead counsel to three (3) tenant in common (“TIC”), borrowers/ owners. My client was entering into a $30,000,000.00 non-recourse loan intended to be secured by a commercial retail shopping center. Closing was supposed to have occurred by first quarter end but due to some delays (estoppels and SNDAs,…

On October 20, 2021, Delaware Governor Carney signed the Drinking Water Protection Act (the “Act”), which directs the Division of Public Health (“DPH”) to establish maximum contaminant levels (“MCL”) for certain “forever chemical” contaminants found in Delaware public drinking water systems, namely perfluorooctanoic acid (“PFOA”) and perfluorooctanesulfonic acid or perfluorooctane sulfonate (“PFOS”). The Act requires that…

Access to corporate information plays a pivotal role in stockholder litigation. One key to that access is stockholders’ statutory right to inspect a corporation’s books and records prior to filing litigation, enshrined in the Delaware General Corporation Law’s Section 220. In the context of derivative actions brought by a stockholder on behalf of a company, Section…

Under Delaware law, the board of directors is generally responsible for overseeing the business and affairs of the corporation. However, where the board is incapable or unwilling to act and in other unique circumstances described below, the Delaware General Corporation Law allows stockholders, directors, creditors and other interested parties to attempt to displace the board’s decision-making…