On September 3, 2015, Governor Markell signed into law House Bill No. 177, as amended. This new legislation requires gas and electricity suppliers to maintain a third-party notification system that allows a customer to designate another person to receive notice prior to the termination of service to that customer. More specifically, the bill allows condominiums and…

Many companies are “too broke to go bankrupt.” As the “ABI Commission to Study the Reform of Chapter 11” notes, “anecdotal evidence suggests that Chapter 11 has become too expensive (particularly for small and medium size enterprises),” and more companies are liquidating without attempting to reorganize under federal bankruptcy laws. Those companies often seek alternatives to…

The Court’s very recent decision in In re Kinder Morgan, Inc. Corporate Reorganization Litigation, confirms that the Delaware courts will continue to enforce the language of partnership agreements (and modifications of fiduciary duty in partnership agreements) as written.

Governor Markell signed into law Senate Bill No. 5, as amended, on August 13, 2015. This legislation adds the Benjamin Kuntz Act to the Delaware Uniform Common Interest Ownership Act (“DUCIOA”), authorizing any common interest community created before DUCIOA’s 2009 effective date to amend its governing documents in order to comply with DUCIOA. In particular, a…

On August 11, 2015, Governor Markell signed into law Senate Bill No. 66, as amended. This legislation enables counties and municipalities to create land banks in order to acquire vacant or abandoned property through foreclosure and other means. A land bank will then hold the acquired property until a buyer is found who will redevelop the…

In response to the request by Delaware’s corporate citizenry for a modern and useful arbitration statute, in April 2015, Delaware Governor Jack Markell signed into law a new and modern approach to the arbitration process: the Delaware Rapid Arbitration Act (the “DRAA”). The DRAA returns arbitration to its long-lost roots: speedy, efficient and binding resolution of…

In Lazard Technology P’rs, LLC v. QinetiQ North America Operations LLC, 114 A.3d 193 (Del. Apr. 23, 2015), the Delaware Supreme Court affirmed the Court of Chancery’s post-trial bench ruling and held that defendant-below did not breach an earn-out provision in a merger agreement or the implied covenant of good faith and fair dealing. In 2009,…

In two recent post-trial opinions in appraisal cases under 8 Del. C. § 262, the Court of Chancery addressed the importance of merger price and process as well as the reliability of discounted cash flow (DCF) analyses in determining fair value. In Merlin Partners LP v. AutoInfo, Inc., 2015 WL 2069417 (Del. Ch. Apr. 30,…

In In re Molycorp, Inc. Shareholder Derivative Litigation, 2015 WL 3454925 (Del. Ch. May 27, 2015), the Court of Chancery granted under Rule 12(b)(6) defendants’ motions to dismiss a derivative complaint that alleged breaches of fiduciary duties, among other claims, in connection with a secondary stock offering that was initiated at the request of Molycorp, Inc.’s…

In Quadrant Structured Products Company, Ltd. v. Vertin, 115 A.3d 535 (Del. Ch. May 4, 2015), the Delaware Court of Chancery denied defendants’ motion for summary judgment, held that Delaware law imposes neither a continuous insolvency nor an irretrievable insolvency requirement, and found sufficient evidence in the record to support a reasonable inference that the debtor…