Experience
Leading advisors
Richards Layton is one of the world’s leading advisors on the use of Delaware statutory and common law trusts in commercial transactions. We are the firm of choice for establishing and administering Delaware statutory and common law trusts—in fact, our lawyers have been involved in forming more Delaware statutory trusts than any other law firm. We are pioneers in the development of numerous financing transactions using a trust structure, such as leveraged leases and asset-backed securities.
Delaware’s largest corporate trust practice
Richards Layton also represents major financial institutions and privately held trust companies that provide fiduciary and agency services to their clients. Our firm has built Delaware’s largest, most successful corporate trust practice.
Our team delivers
The success of our Corporate Trust & Agency Services Group has been built on extraordinary lawyers delivering exceptional legal advice. Our corporate trust lawyers have held numerous leadership positions in the state and national bar and have been recognized in Chambers USA for their excellence. We are positioned, both locally and nationally, not only to review, draft, and comment on the legislation and regulations that impact our industry, but also to drive new legislation to address issues as they arise in structured finance and investment management transactions.
Attorneys
Publications
Trade Name Registration Changes Further Delayed
May 28, 2025
Legislation providing that modifications to the trade name registration process in Delaware will be further delayed until February 2, 2026 was adopted by the Delaware General Assembly and signed by the Governor of the State of Delaware on May 27, 2025. Effective February 2, 2026, trade names must be registered with the Delaware Division of Revenue…
Maryland Seeks to Require Licenses for RMBS Trusts: Our Observations
January 23, 2025
KEY POINTS Many securitization trusts may be exempt from being licensed in Maryland. Trustees likely not the only choice for “principal officer” on license applications. OVERVIEW In Estate of Brown v. Ward,[1] the Appellate Court of Maryland vacated an order to dismiss a foreclosure on the grounds that an assignee of a certain type of…
The Corporate Transparency Act: Amendments, Access Rule, and Appeals
Delaware Banker | Spring 2024
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 Laws & Programs Affecting Business – 2024 Edition
2024
Delaware Laws & Programs Affecting Business presents an introduction to Delaware and an overview of the laws and programs relating to doing business in the state. Our economy is diverse, and our legal framework is intentionally crafted to foster robust business activity. Our widely copied business laws lead the nation in clarity and predictability. Government…
The Corporate Transparency Act – An Overview for Our Corporate Trust Clients
February 23, 2023
On September 30, 2022, the Financial Crimes Enforcement Network (“FinCEN”) published the final rule concerning beneficial ownership reporting under the Corporate Transparency Act, for codification at 31 C.F.R. 1010.380 (the “Rule”). The first round of regulations implemented by the Rule will be effective January 1, 2024, and will have an immediate impact on trustees, corporate service…
The 2022 Amendments to the Delaware Statutory Trust Act
July 28, 2022
The Delaware General Assembly recently enacted amendments to the Delaware Statutory Trust Act (the “DSTA”) which will become effective partially on August 1, 2022 and partially on August 1, 2023. The amendments make a variety of changes relating to the nature and operation of Delaware statutory trusts (“DSTs”), including amendments (i) adding business development companies to…
The Corporate Transparency Act – Concerns for Trustees of Statutory Trusts
April 7, 2021
The Corporate Transparency Act (the “Act”) potentially imposes new reporting obligations on trustees (“Trustees”) of Delaware Statutory Trusts (“DSTs”) and may require the disclosure of personal information about their employees if DSTs are determined to be subject to the Act. On April 5, 2021, the Department of Treasury published an Advance Notice of Proposed Rulemaking inviting…
Delaware Laws & Programs Affecting Business – 2020 Edition
2020
Delaware Laws & Programs Affecting Business presents an introduction to Delaware and an overview of the laws and programs relating to doing business in the State. Our economy is diverse, and our legal framework is intentionally crafted to foster robust business activity. Our widely copied business laws lead the nation in clarity and predictability. Government…
The 2020 Amendments to the Delaware Statutory Trust Act
July 29, 2020
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 2018 Amendments to the Delaware Statutory Trust Act
July 24, 2018
The Delaware General Assembly recently enacted amendments to the Delaware Statutory Trust Act (the “DSTA”) which will become effective August 1, 2018. The amendments make a variety of changes relating to the nature and operation of statutory trusts, including (i) confirming the ability to use blockchain technology to store trust information, issue shares, and conduct trust…
Increase in Base Fee for Statutory Trust Filings
July 19, 2018
At yesterday’s Delaware Division of Corporations User’s Meeting, we were informed that the base fee for all statutory trust filings will increase from $200 to $500 effective August 1, 2018. The certification fee and expedited service fees remain unchanged.…
Market Embraces Legal Entity Opt-Out Option of Delaware Statutory Trust Act
January 20, 2017
Amendments to the Delaware Statutory Trust Act (the “DSTA”), effective August 1, 2016, provide for the ability to opt out of separate legal entity status. [Read our July 2016 update HERE]. In the five months since the effective date of the amendments, the opt-out provisions of the DSTA have been embraced and utilized by many in…
September 27, 2016
Recent amendments to the Delaware Statutory Trust Act, effective August 1, 2016, provide for the ability to opt out of separate legal entity status. [Read our July 2016 update HERE] Some practitioners have expressed concern that by opting out of separate legal entity status, a Delaware statutory trust might not qualify as a “person” who can…
The 2016 Amendments to the Delaware Statutory Trust Act
July 13, 2016
The Delaware General Assembly recently enacted amendments to the Delaware Statutory Trust Act (the “DSTA”). The amendments are designed to enhance the DSTA and to maintain Delaware’s place as the premier jurisdiction in which to form statutory trusts. The amendments include several important changes relating to the nature and operation of statutory trusts, including the ability…
Bankruptcy Remote Entities in Commercial Real Estate Transactions
Practical Law The Journal | November 2015
In commercial real estate transactions, lenders commonly require borrowers to organize as bankruptcy remote entities to limit certain risks associated with a borrower’s bankruptcy filing. This article discusses the fundamentals of using a bankruptcy remote entity to purchase and finance commercial real estate and the key considerations for both lenders and borrowers.
A Delaware Perspective on Northstar v. Schwab and Its Implications
October 22, 2015
Northstar Fin. Advisors, Inc. v. Schwab Invs., No. 11-17187 (9th Cir. filed Sept. 14, 2011), has generated considerable apprehension in the mutual fund industry, particularly with respect to its discussion relating to the ability of mutual fund shareholders to bring direct actions against fund board members and investment advisors. With the U.S. Supreme Court’s recent denial…
Video: The DRAA in the Context of Reg A/B II Requirements
October 14, 2015
Please join Richards Layton directors Doneene Damon and Greg Varallo and counsel Wes Peterson for a discussion of how the recently enacted Delaware Rapid Arbitration Act (DRAA) may provide advantages in securitization transactions implementing arbitration provisions pursuant to Reg A/B II and otherwise. To learn more about the Delaware Rapid Arbitration Act (DRAA), please see our…
Bankruptcy Remote Entities in Commercial Real Estate Transactions
Practical Law | May 5, 2015
This Practice Note discusses the use of bankruptcyremote entities in commercial real estatetransactions, including different types of bankruptcyremote entities, the separateness provisions oftenrequired by lenders and the consequences ofsubstantive consolidation. This Note discusses thefundamentals of using a bankruptcy remote entityto purchase real estate, including the reasons aninvestor may be required to establish a separateentity to purchase…
When Trustees Take Title to Trust Assets – Bank Representations and Warranties Revisited
November 19, 2014
Trustees are increasingly being asked to hold trust assets in their name in securitization and other structured finance transactions in which both New York and Delaware trusts are used. This is a reversal of sorts of a principal advantage introduced in the securitization industry in the late 1980s by the Delaware Statutory Trust Act: the trust…
Amendments to Delaware’s Statutory Trust Legislation Enacted
July 23, 2014
The Delaware General Assembly has recently enacted legislation amending the Delaware Statutory Trust Act. The following is a brief summary of some of the more significant amendments that affect Delaware statutory trusts.
Impact of Delaware Forum-Selection Ruling on Investment Companies
July 17, 2013
A recent Delaware Court of Chancery opinion upholding forum-selection provisions in corporate by-laws against facial challenges should be of interest to registered investment companies organized in Delaware or considering relocating to Delaware.
Common Law Trusts – Delaware’s Statutory Advantage
June 19, 2013
Delaware’s comprehensive statutory framework governing common law trusts, which is reviewed and updated on a regular basis, is designed to promote flexibility, certainty, and predictability in transaction planning.
The Investment Lawyer | August 2012
This article will discuss recent Delaware case law addressing derivative actions involving registered investment companies organized as Delaware statutory trusts.
Amendments to the Delaware Statutory Trust Act Enacted
June 28, 2012
The Delaware General Assembly has recently enacted legislation amending the Delaware Statutory Trust Act.
May 14, 2012
In Protas v. Cavanagh, the Delaware Court of Chancery applied corporate law tests in dismissing direct and derivative actions brought against Black Rock Credit Allocation Income Trust IV, a Delaware statutory trust (“BTZ”), BTZ’s board of trustees and various other parties.
2012 ABA Business Law Section Spring Meeting
March 22, 2012
Steve Bigler, Elisa Maas, Greg Varallo, and John Mark Zeberkiewicz will speak at this annual ABA section meeting in Las Vegas, NV.
Beyond the Delaware Statutory Trust Act: Is Willful Misconduct the Floor for Liability?
February 2, 2012
Freedom of contract, including the ability to alter the fiduciary duties and liabilities of trustees, is the hallmark of Delaware trust law and may be the foremost reason for the preeminent position of the Delaware statutory trust in structured finance and investment fund transactions.
American Bar Association’s 2011 Annual Meeting
August 4, 2011
Director Doneene K. Damon will speak at this annual ABA event in Toronto.
Delaware Laws & Programs Affecting Business – 2011 Edition
July 2011
This guide presents an introduction to Delaware and an overview of the laws and programs relating to doing business in the State.
2011 Amendments to the Delaware Statutory Trust Act
July 26, 2011
The Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Act”), was amended on July 13, 2011 in order to address several technical issues. The amendments to the Act (the “2011 Amendments”) are set forth in House Bill No. 115.
Protecting the Protectors: Indemnification of Trustees of Delaware Statutory Trusts
The Investment Lawyer | July 2011
The board members of registered investment companies play a critical role in protecting the interests of shareholders. In order to encourage the diligent discharge of their duties, the board members of registered investment companies in turn need to be protected. Indemnification and advancement, along with insurance, are key components of the protections available to board members with respect to the discharge of their duties.
Trustees Should Expect Changes to Derivatives Markets Under Dodd-Frank Act
Delaware Banker | Spring 2011
In response to perceived market conditions leading to the recent economic downturn in the United States, Congress passed, and the President signed into law, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.
The 1, 2 ,3’s of Financial Statements
December 14, 2010
Director Doneene Keemer Damon will speak at this American Bar Association CLE-accredited teleconference which will provide a basic overview of financial statements.
The Investment Lawyer | November 2010
In light of recent public discussion with respect to the use of defensive measures by closed-end funds to counteract takeover attempts, this article addresses some of the more common defensive measures that have been adopted by closed-end funds organized as Delaware statutory trusts and the permissibility of such measures under Delaware law.
Delaware Enacts Amendments to the Statutory Trust Act
July 19, 2010
Consistent with Delaware’s commitment to maintaining statutes that are state-of-the-art with respect to business entities, including statutory trusts, the Delaware Statutory Trust Act was amended on July 15, 2010.
The Alphabet Soup of the Federal Crisis Programs
Bloomberg Law Reports | July 2009
This two-part article attempts to make some sense out of the alphabet soup of the federal crisis programs by providing a detailed introduction to each program that has been founded since the passage of EESA in October 2008.
Delaware Series Trusts – Separate but Not Equal
The Investment Lawyer | February 2009
This article discusses the history of the use of trusts organized in series under the Investment Company Act of 1940 (the 1940 Act); the series provisions of the Delaware Statutory Trust Act (the DSTA); the common issues and questions that arise as a result of the use of series; and the future of the series concept…
Cargill, Incorporated v. JWH Special Circumstance LLC
November 18, 2008
For the first time since the enactment of the Delaware Statutory Trust Act (the “DSTA”) more than twenty years ago, a Delaware court has addressed fiduciary duties in the context of a Delaware statutory trust.
The Investment Lawyer | January 2008
This article highlights the provisions of the Delaware statutory trust likely to be of most interest to investment companies and their advisers (particularly those provisions designed specifically to address the needs of investment companies) as well as provides some practical considerations for the drafting of governing instruments, including with respect to those areas that can prove…
Delaware Amends Law to Expressly Provide for Special Purpose Financial Captive Insurance Companies
August 16, 2007
On July 18, 2007, Delaware Governor Ruth Ann Minner signed into law legislation that provides a comprehensive scheme for the formation of special purpose financial captive insurance companies ("SPFCs").