Section 145(g) of the Delaware General Corporation Law was amended in 2022 to authorize Delaware corporations to use captive insurance, subject to a limited set of minimum exclusions, to protect directors, officers and certain other covered persons against liability, even if the corporations would not be empowered to indemnify them. Such insurance for non-indemnifiable claims is…
WILMINGTON, Delaware (October 03, 2023) – Richards, Layton & Finger, P.A. along with co-counsel Cyrulnik Fattaruso LLP achieved a significant victory in the Delaware Court of Chancery today for clients IDT Corporation, Howard Jonas, and the Patrick Henry Trust, with the Court rejecting class action claims asserted by a former stockholder of Straight Path Communications Inc. seeking…
On September 11, 2023, Governor Carney signed into law the Delaware Personal Data Privacy Act (the “Act”), making Delaware one of twelve states that have passed comprehensive data privacy laws in the absence of a national law. The Act, which takes effect on January 1, 2025, will require companies and individuals that fall under its purview…
The Delaware Division of Paid Leave will hold a series of four public information sessions in late September and early October for Delaware employers to learn about two new programs in the state: (1) Delaware’s Paid Family and Medical Leave program, and (2) the Delaware Expanding Access for Retirement and Necessary Saving (EARNS) program, which will…
On August 18, 2023, Governor John Carney signed Senate Bill No. 157 (“SB 157”) into law. SB 157 incorporates amendments, approved by the Uniform Law Commission in 2022, into the Delaware Uniform Commercial Code (“Delaware UCC”). These 2023 amendments include, but are not limited to: Creating a new Article 12 to address “controllable electronic records” (“CERs”)…
In Building Trades Pension Fund of Western Pennsylvania v. Desktop Metal, a stockholder plaintiff brought derivative claims against Desktop Metal, Inc., alleging that a provision of the company’s rights plan, which was adopted in connection with a proposed merger transaction, impermissibly chilled the free exercise of stockholder voting with respect to the merger agreement at an…
On August 9, 2023, Governor Carney signed House Bill 62 into law, requiring a general reassessment of all real property to be performed within each county at least once every five years. All three Delaware counties (New Castle, Kent, and Sussex) are performing a general reassessment in connection with Vice Chancellor Laster’s decision in In re…
As the Delaware Supreme Court recently reaffirmed in Daniel v. Hawkins, 289 A.3d 631 (Del. 2023), proxies are generally construed narrowly under Delaware law. In light of these principles of strict construction, proxies in voting and support agreements, secured debt instruments, and other corporate documents should be drafted in a manner that fully reflects the intended…
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…
On May 4, 2023, the U.S. Department of Homeland Security (DHS) and U.S. Immigration and Customs Enforcement (ICE) announced that after the I-9 requirement flexibilities implemented during the COVID-19 pandemic sunset on July 31, 2023, employers will have thirty (30) days to reach compliance with Form I-9 requirements. Specifically, for employees hired on or after March…