In Khan, et al. v. Warburg Pincus, LLC, et al., C.A. No. 2024-0523-LWW (Del. Ch. April 30, 2025), the Delaware Court of Chancery held, on a motion to dismiss, that an amendment provision in a limited liability company agreement (an “LLC Agreement”) left no gap to fill with the implied covenant of good faith and fair…
On March 25, 2025, Delaware Governor Matt Meyer signed Delaware Senate Bill 21 into law, marking a significant moment in the evolution of American corporate law. This bipartisan legislation amends the Delaware General Corporation Law (DGCL) in response to concerns expressed by Delaware corporations, law firms, and others corporate stakeholders about providing greater clarity and predictability…
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…
Recently, corporations and fiduciaries have faced enhanced litigation risk arising from entire fairness claims challenging related-party transactions and other transactions implicating unique interests of corporate fiduciaries. This risk is most pertinent for controlled public corporations, although it has also affected public and private corporations with significant non-majority holders.…
In Siegel v. Morse, C.A. No. 2024-0628-NAC (Del. Ch. Apr. 14, 2025), the Delaware Court of Chancery dismissed as unripe a challenge to amendments to a corporation’s advance notice bylaws. The court’s ruling makes clear that the Delaware courts will not undertake an equitable review of a corporation’s bylaws without a ripe controversy. In August 2023,…
Retired Judge Kent Jordan joined the prominent Delaware firm Richards, Layton & Finger this year, after serving more than two decades on the federal bench. Last week, the former U.S. Court of Appeals for the Third Circuit judge and George W. Bush appointee spoke with the National Law Journal for a Q&A about his time on…
On March 25, 2025, Delaware’s governor, Matt Meyer, signed Senate Substitute 1 to Senate Bill 21, enacting significant changes to the Delaware General Corporation Law (the “DGCL”). The bill, as enacted, reflects the basic principles set forth in the original legislation introduced on February 17, 2025, but includes the recommendations made by the Council of the…
Overview of the DGCL’s Newly-Enacted Safe Harbor Procedures and Books and Records Regime – published April 2, 2025 On March 25, 2025, Governor Matt Meyer signed bipartisan legislation effecting important changes to the Delaware General Corporation Law (“DGCL”). This landmark legislation, widely endorsed by business groups and leading national law firms, is designed to reduce excessive…
On Thursday, March 13, 2025, New Castle County’s County Council adopted Ordinance No. 25-020, which extends the deadline for New Castle County property owners to file an appeal of assessed property values for the 2025-2026 fiscal year from March 14, 2025 to March 31, 2025. The ordinance provides that annual appeals filed in 2025 may be…
February 25, 2025 Dear Distinguished Members of the Legislature, Delaware is at an important crossroads, where we have the opportunity together to maintain our state’s reputation as the global leader in corporate law. You have played an essential role in representing Delaware citizens and protecting Delaware’s leading corporate franchise role, which we have all taken pride…