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…
This publication, which highlights recent corporate and alternative entity cases and statutory developments in Delaware, continues our long tradition of providing insight into the evolution of Delaware law. Our corporate and alternative entities teams, the largest and most recognized in the state, play a crucial role in Delaware. For decades we have contributed to the development…
The Delaware General Assembly has approved legislation amending Section 145 of the Delaware General Corporation Law (the “DGCL”) to authorize a Delaware corporation to use captive insurance, which is generally defined as insurance provided by or through a wholly-owned subsidiary funded by the corporation, to protect its current and former directors, officers and other indemnifiable persons…
If you have had Delaware-related legal issues, then you are probably familiar with Richards, Layton & Finger. Founded in 1899, Richards Layton is an integral part of Delaware’s legal landscape, from corporate, advisory and transactional advice to bet-the-company litigation in Delaware’s courts. In this article, we talk with two of Richards Layton’s leaders – President Doneene…