On August 1, 2013, a new subchapter of the General Corporation Law of the State of Delaware (the “DGCL”) was added to enable Delaware for-profit corporations to be incorporated as or to become a Delaware public benefit corporation, or “PBC.” Rather than being operated solely to maximize value for stockholders, like traditional corporations, PBCs are required…
Following its highly publicized decision of In re Delaware Public Schools Litigation, C.A. No. CV 2018-0029-JTL (County Track), 2020 WL 2296888 (Del. Ch. May 8, 2020), the Delaware Court of Chancery has granted a Stipulation and Order requiring that New Castle County complete a general reassessment of all real property in the county and that such…
Delaware Laws & Programs Affecting Business presents an introduction to Delaware and an overview of the laws and programs relating to doing business in the State. Our economy is diverse, and our legal framework is intentionally crafted to foster robust business activity. Our widely copied business laws lead the nation in clarity and predictability. Government…
Recent events have spurred a social justice movement that has called for companies to commit to inclusion and diversity, specifically in the composition of their boards of directors.* In light of the foregoing, on December 1, 2020, Nasdaq filed a proposal with the U.S. Securities and Exchange Commission (“SEC”) that, if approved by the SEC, would condition…
On December 16, 2020, the U.S. Equal Employment Opportunity Commission (“EEOC”) issued guidance for employers regarding COVID-19 vaccine policies and their interplay with various federal equal employment opportunity laws. According to the EEOC, under the Americans With Disabilities Act, employers with mandatory COVID-19 vaccination requirements cannot automatically exclude from the worksite an employee who refuses to…
In a recent decision, the Delaware Supreme Court held that an appraisal proceeding did not involve a violation of any law or rule and therefore did not constitute a “Securities Claim” giving rise to coverage for losses under the terms of a directors’ and officers’ insurance policy. It provided guidance regarding how the Delaware courts will…
A traditional stockholder rights plan remains one of the most effective tools a board of directors may use to protect the corporation’s stockholders from the threat of a hostile or abusive takeover. Rights plans often include specific provisions designed to address unique threats or issues facing the corporation. One such provision is an “acting in concert”—or…
In In re Altaba, the Delaware Court of Chancery, ruling at a preliminary stage of the dissolution process, authorized Altaba Inc. to make an interim liquidating distribution of up to $4.3 billion to its stockholders. Vice Chancellor J. Travis Laster’s opinion is noteworthy because it is one of the few opinions to authorize an interim distribution…
This is the first complete guide containing everything a lawyer needs to know from the birth to the death of a limited partnership. This important book, revised annually, includes complete coverage and in-depth discussion of the Delaware limited partnership law, plus over 50 useful forms prepared by the authors. The text of every section of the…