In 2014, the Delaware Supreme Court held in Kahn v. M&F Worldwide (MFW) that the business judgment rule applies to a transaction that would otherwise be subject to the exacting entire fairness standard of review due to the presence of a conflicted controlling stockholder so long as the parties condition the transaction at the outset…

A recent unpublished decision from the U.S. Bankruptcy Court for the Southern District of New York, In re Schiff Fine Art LLC, denied a motion of an assignee for the benefit of creditors (the “assignee”) to dismiss or abstain from hearing an involuntary chapter 7 case. The opinion has garnered attention because the assignee had already…

Two bills that may significantly impact the environmental permitting process are advancing through the Delaware General Assembly.  The scope and obligations contemplated in these bills are broad and potentially burdensome to regulated parties.   Pre-Permit Community Outreach in Underserved Communities (HS 1 to HB 248) House Substitute 1 to House Bill 248 requires an applicant for…

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…

The Corporate Transparency Act (“CTA”) has received considerable national attention since its January 1, 2024 effective date. The past six months alone have seen a number of significant developments, including eased filing deadlines for beneficial ownership reports in 2024, the introduction of new standards and safeguards for accessing the Beneficial Ownership Secure System (“BOSS”), and even…

Delaware limited liability companies (“LLCs”) and Delaware limited partnerships (“LPs”) are increasingly common vehicles used in connection with a diverse range of business applications in the real estate world. Such broad range of applications is buttressed by the Delaware legislature’s emphasis on the primary of freedom of contract for LLCs and LPs and the resulting flexibility…

Legislation proposing to amend the General Corporation Law of the State of Delaware (the “DGCL”) has been approved by the Council of the Corporation Law Section of the Delaware State Bar Association and is expected to be introduced to the Delaware General Assembly for consideration during its 2024 regular session.  If enacted, the 2024 amendments will,…

125 Years of Helping Clients Navigate the Intricacies of Delaware Corporate Law Richards, Layton & Finger has been defining Delaware law since 1899. Continuing our long tradition of providing insight into the evolution of our state’s influential laws, this publication highlights recent Delaware corporate and alternative entity cases as well as statutory developments in our state.Our…

In Grabski v. Andreessen, C.A. No. 2023-0464-KSJM (Del. Ch. Feb. 1, 2024), the Delaware Court of Chancery declined to dismiss fiduciary claims against officers and directors of Coinbase Global, Inc. who sold shares in a going-public transaction.  In the opinion, the court, which has in recent years decided a number of cases involving companies going public…

Cantor Fitzgerald, L.P. v. Ainslie: Delaware Supreme Court Upholds Validity of Forfeiture-for-Competition Provisions in Limited Partnership Agreement Based on Freedom of Contract Principles In Cantor Fitzgerald, L.P. v. Ainslie, C.A. No. 9436 (Del. Jan. 29, 2024), the Delaware Supreme Court reversed a prior ruling by the Delaware Court of Chancery and found that provisions of a…