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…

What follows is a discussion of landlord and tenant rights under Delaware law regarding improvements, trade fixtures, equipment, and other personal property at leased premises upon termination of a commercial lease. In particular, this article addresses how the law deals differently with property in the leased premises that is defined as improvements or fixtures, in contrast…

One of the pleasures of practicing real estate law in Delaware is the comparative absence of statutory preemptions of the common law and the relative scarcity of case law. This can spur one’s historic interests in delving into the common law that Delaware has preserved from its colonial origins. The flipside of this, of course, is…

The Delaware Superior Court’s Complex Commercial Litigation Division (“CCLD”) closed out 2020 with a number of opinions, including an issue of first impression.  Much like its sister court, the Court of Chancery, the CCLD has switched over to fully remote proceedings.  Judge Wallace held one of the division’s first fully remote bench trials in December in…

In Estate of Martha Barotz v. Martha Barotz 2006-1 Insurance Tr. et al., C.A. No. N20C-04-126 EMD CCLD, Judge Davis denied the defendant’s motion to dismiss or, in the alternative, for a stay.  The dispute began when plaintiff Estate of Martha Bartoz (the “Estate”) sought to recover life insurance proceeds from the defendants, including Martha Barotz…