Delaware Commercial Real Estate Finance Law and Practice is an indispensable guide to the transactional aspects of commercial real estate financing law in Delaware. The first single-volume publication of its kind, this fundamental reference text focuses on the broad range of topics, from choice of entity to opinions. Delaware Commercial Real Estate Finance Law and Practice…

In In re Anthem-Cigna Merger Litigation, 2020 WL 5106556 (Del. Ch. Aug 31, 2020), the Delaware Court of Chancery found that neither Anthem, Inc. nor Cigna Corporation were entitled to recover damages in connection with the parties’ 2015 merger agreement (the “Merger Agreement”) providing for their proposed $54 billion merger (the “Merger”) that was terminated in…

Last week, the U.S. Department of Labor’s Wage and Hour Division (DOL) published new frequently asked questions for workers and employers about qualifying for paid leave under the Families First Coronavirus Response Act (FFCRA) with regard to the reopening of schools. This guidance explains paid leave eligibility under the various online and in-person formats and alternative…

In Kahn v. M&F Worldwide, 88 A.3d 635 (Del. 2014), and its progeny, Delaware courts established that transactions subject to the entire fairness standard of review due to the presence of a conflicted controlling stockholder will nonetheless receive business judgment rule deference if the deal in question is conditioned ab initio on two well-known procedural…

In Dohmen v. Goodman, the Delaware Supreme Court, in response to a certified question of law from the US Court of Appeals for the Ninth Circuit, provided significant guidance regarding the showing required for a plaintiff to seek compensatory damages for claims arising out of alleged disclosure violations. The Court distinguished between claims for a breach…

The Delaware General Assembly recently enacted amendments to the Delaware Statutory Trust Act (the “DSTA”) which will become effective August 1, 2020.  The amendments make a variety of changes relating to the nature and operation of Delaware statutory trusts (“DSTs”), including amendments (i) clarifying the ability of a DST to enter into contracts between series of…

The U.S. Department of Labor (DOL) recently issued an update to its Unemployment Insurance Program Letter (UIPL) 16-20 including a Q&A responding to questions submitted by states. The update provides additional guidance regarding Pandemic Unemployment Assistance (PUA), a program under the Coronavirus Aid, Relief and Economic Security Act (the CARES Act). The CARES Act expands weekly…

On July 16, 2020, the Governor of the State of Delaware signed House Bill 341, an act to amend the General Corporation Law of the State of Delaware (the “DGCL”). A link to our previously distributed summary of the 2020 amendments to the DGCL can be found here, and a link to the text of House Bill…

Delaware has recently adopted legislation amending 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). The following is a brief summary of some of the more significant amendments that affect Delaware limited liability…