On June 30, 2021 Governor Carney signed Senate Bill 104 (“S.B. 104”) enacting certain amendments to the Delaware unclaimed property statute (12 Del. C. § 1130 et seq).  It is the first significant amendment of the Delaware unclaimed property statute since the complete amendment and restatement of the statute in 2017.  The key aspects of…

Section 220 of the General Corporation Law of the State of Delaware provides stockholders with the right to inspect the books and records of a corporation for a “proper purpose” that is “reasonably related to such person’s interest as a stockholder.”  Delaware courts have long urged stockholders to utilize Section 220 investigations as one of the…

The U.S. Equal Employment Opportunity Commission (EEOC) and the U.S. Labor Department’s Occupational Safety and Health Administration (OSHA) recently issued updated guidance regarding vaccines for all employers and new mandatory safety rules for health-care settings, respectively, related to workplace practices and COVID-19. EEOC Guidance: Workplace Practices Related to COVID-19 Vaccination On May 28, 2021, the EEOC…

Commercial real estate finance has evolved from straightforward single lender/borrower structured loans into more complex, layered capital-market transactions involving multiple lenders. This “evolution” provides borrowers with access to larger-sized loans and permits banks to pool resources, allowing banks to enhance liquidity while spreading its risk and credit exposure. Lenders should be mindful of the structures and…

Proposed legislation would amend the Delaware General Corporation Law, the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act and the Delaware Revised Uniform Partnership Act to clarify, among other things, the treatmentof capital stock owned by the corporation, provide a safe harbor procedure for the ratification of void and voidable acts and…

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…

An opinion letter in a commercial real estate finance transaction will generally be addressed to the opinion recipient, usually one or more lenders in the transaction. Except if expressly stated otherwise in the opinion letter, the only person entitled to rely on the opinion is the opinion recipient identified in the opinion letter, usually the addressee.…

In a further development regarding the In re Delaware Public Schools Litigation, C.A. No. CV 2018-0029-VCL (County Track), on April 14, 2021, the Delaware Court of Chancery granted a Stipulation and Order requiring that Sussex County complete a general reassessment of all real property in the county and that such reassessed values be placed on the…

The Corporate Transparency Act (the “Act”) potentially imposes new reporting obligations on trustees (“Trustees”) of Delaware Statutory Trusts (“DSTs”) and may require the disclosure of personal information about their employees if DSTs are determined to be subject to the Act.  On April 5, 2021, the Department of Treasury published an Advance Notice of Proposed Rulemaking inviting…