Experience
Backed by our “full mastery of the law and its application” (Chambers USA, 2020), Richards, Layton & Finger is at the forefront of Delaware’s cutting-edge LLC and partnership practice.
- We have Delaware’s largest and most active LLC and partnership practice.
- We are actively involved in drafting and annually amending the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act, and the Delaware Revised Uniform Partnership Act.
- Our role as pioneers in the development and drafting of Delaware’s influential LLC and partnership statutes gives us a crucial insider’s perspective and has helped establish us as leaders in the complex practice of alternative entities law
- We provide authoritative advice on a wide variety of transactional matters involving Delaware LLCs and partnerships.
- We offer a robust Delaware LLC and partnership legal opinion practice.
- We are recognized pioneers in the development and use of special purpose LLCs and partnerships.
- We have a proven record of providing informed LLC and partnership advice to businesses and law firms.
Why our clients use Delaware LLCs and Partnerships
Delaware’s state-of-the-art LLC and partnership statutes
- are regularly updated;
- are based on the principle of contractual freedom and, as a result, grant significant flexibility in structuring Delaware LLCs and partnerships to suit a wide variety of transactions;
- allow parties to modify the fiduciary duties of, and broadly exculpate and indemnify, equity owners and managers of Delaware LLCs and partnerships;
- provide limited liability to passive investors in LLCs and certain partnerships; and
- offer the ability to obtain desirable partnership or pass-through tax treatment.
Representative Transactions
We work on transactions involving public and private Delaware LLCs and partnerships and regularly provide advice to businesses and law firms nationally and throughout the world with respect to these entities, including advice concerning formation, governance, operation, mergers, acquisitions, conversions, divisions, series, fiduciary duties, contract interpretation, restructurings, dissolution, and winding up.
Legal Opinions
We have significant experience in providing third-party legal opinions and in providing advice to our clients regarding matters arising under Delaware law, including the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act, and the Delaware Revised Uniform Partnership Act. A Richards Layton attorney currently serves as a member of the nationally recognized TriBar Opinion Committee.
State-of-the-Art LLC, LP, and GP Statutes
Delaware’s state-of-the-art statutes governing Delaware LLCs and partnerships are favorably viewed nationally and abroad because of their flexibility and degree of liability protection. Delaware maintains a strong commitment to updating these statutes to meet the ever-changing needs of business organizations, as is evidenced by the fact that the Delaware Limited Liability Company Act has been amended almost every year since it first became effective in 1992.
Knowledge of Latest Information
We have up-to-the-minute knowledge of the latest Delaware legislation and cases bearing upon the application of Delaware entity law. Our lawyers have authored a three-volume treatise entitled The Delaware Law of Corporations and Business Organizations and a treatise entitled Lubaroff & Altman on Delaware Limited Partnerships. Several of our directors have been recognized by Chambers USA for their LLC and Partnership work, and are recognized, nationally and internationally, as leaders with respect to Delaware LLC and Partnership law.
Attorneys
Related Practices
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…
May 12, 2025
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…
Proposed Amendments to Delaware’s LLC and Partnership Acts
May 7, 2025
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…
Delaware Court of Chancery Dismisses Challenge to Advance Notice Bylaws as Unripe
April 15, 2025
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,…
Overview of the DGCL’s Newly-Enacted Safe Harbor Procedures and Books and Records Regime
April 2, 2025
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…
Delaware Enacts Landmark Amendments to the General Corporation Law
March 26, 2025
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…
Recent Developments in Delaware Corporate Law
Spring 2025
Over 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…
September 5, 2024
In Campus Eye Management Holdings, LLC v. E. Bruce DiDonato, OD, C.A. 2024-0121-LWW (Del. Ch. August 30, 2024), the Delaware Court of Chancery held that an amendment to a limited liability company agreement (an “LLC Agreement”) that was adopted by merger was valid and enforceable, notwithstanding that a different vote that was not attainable under the…
2024 Amendments to Delaware’s LLC and Partnership Acts Enacted
June 11, 2024
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…
Recent Developments to Delaware LLC and LP Acts
The Abstract | Spring 2024
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…
Recent Developments in Delaware Corporate Law
Spring 2024
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…
Delaware Limited Partnership Law Update
January 30, 2024
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…
January 30, 2024
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 limited partnership agreement authorizing a partnership to withhold distributions otherwise owed to former partners who compete with the partnership (forfeiture-for-competition provisions) are enforceable. …
January 30, 2024
In Whitestone REIT Operating Partnership, L.P. v. Pillarstone Capital REIT, C.A. 2022-0607-LWW (Del. Ch. Jan. 25. 2024), the Delaware Court of Chancery held that the general partner of a limited partnership breached the implied covenant of good faith and fair dealing when it adopted a shareholder rights plan (the “Rights Plan”) that effectively thwarted a limited…
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…
Proposed Amendments to Delaware’s LLC and Partnership Acts
June 13, 2023
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…
Proposed Amendments to Delaware’s LLC and Partnership Acts
June 9, 2022
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…
An In-Depth Look at the Recent Amendments to Delaware’s LLC and Partnership Acts
July 29, 2021
On May 20, we distributed an alert detailing the proposed amendments to Delaware’s LLC and Partnership Acts. In this video, our attorneys summarize some of the more significant proposed amendments that affect Delaware limited liability companies (Delaware LLCs), Delaware limited partnerships (Delaware LPs) and Delaware general partnerships (Delaware GPs), including amendments (i) providing safe harbor procedures…
Insights | June 2021
Proposed legislation would amend the Delaware General Corporation Law, the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act and the Delaware Revised Uniform Partnership Act to clarify, among other things, the treatmentof capital stock owned by the corporation, provide a safe harbor procedure for the ratification of void and voidable acts and…
Proposed Amendments to Delaware’s LLC and Partnership Acts
May 20, 2021
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…
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…
Lubaroff & Altman on Delaware Limited Partnerships
updated annually
This is the first complete guide containing everything a lawyer needs to know from the birth to the death of a limited partnership. This important book, revised annually, includes complete coverage and in-depth discussion of the Delaware limited partnership law, plus over 50 useful forms prepared by the authors. The text of every section of the…
Amendments to Delaware’s LLC and Partnership Legislation Enacted
July 17, 2020
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 Delaware Law of Corporations and Business Organizations | October 23, 2019
Perfecting a Security Interest in the Assets of a Series of a Delaware LLC or LP
July 31, 2019
For a number of years, the Delaware Limited Liability Company Act (the “LLC Act”) has permitted Delaware limited liability companies (“LLCs”) to establish designated series of members, managers, limited liability company interests or assets. In 2007, the LLC Act was amended to provide series the power and capacity to, in their own names, enter into contracts,…
Proposed Amendments to Delaware’s LLC and Partnership Acts
Harvard Law School Forum on Corporate Governance and Financial Regulation | June 3, 2019
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…
Proposed Amendments to Delaware’s LLC and Partnership Acts
May 17, 2019
Legislation proposing to amend the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act and the Delaware Revised Uniform Partnership Act has been introduced to the Delaware General Assembly.
Proposed Amendments to Delaware’s LLC and LP Acts
Harvard Law School Forum on Corporate Governance and Financial Regulation | May 29, 2018
Legislation proposing to amend the Delaware Limited Liability Company Act (LLC Act) and the Delaware Revised Uniform Limited Partnership Act (LP Act) (jointly, the LLC and LP Acts) has been introduced to the Delaware General Assembly. The following is a brief summary of some of the more significant proposed amendments that affect Delaware limited liability companies…
Proposed Amendments to Delaware’s LLC and LP Acts
May 10, 2018
Legislation proposing to amend the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act has been introduced to the Delaware General Assembly.
2017 Proposed Amendments to Delaware’s LLC and Partnership Acts
June 12, 2017
Legislation proposing to amend the Delaware Limited Liability Act, the Delaware Revised Uniform Limited Partnership Act and the Delaware Revised Uniform Partnership Act has been introduced to the Delaware General Assembly.
January 24, 2017
In the latest in a series of decisions addressing conflict of interest transactions involving Delaware limited partnerships, the Delaware Supreme Court confirmed in Dieckman v. Regency GP LP, C.A. No. 11130 (Del. Jan. 20, 2017), that although Delaware courts will enforce clear, express and unambiguous language modifying or eliminating default fiduciary duties, a conflict of interest…
December 22, 2016
In El Paso Pipeline GP Company, L.L.C. v. Brinckerhoff, No. 103, 2016 (Del. Dec. 20, 2016), the Delaware Supreme Court reversed the Court of Chancery’s holding that a limited partner maintained standing to pursue his claims challenging a dropdown transaction after the limited partnership was acquired by merger. The Supreme Court rejected the Chancery Court’s holding that the plaintiff’s claims arose out of a breach of the partnership agreement and, therefore, were direct in nature. As the claims were derivative, they passed to the buyer in the merger, thereby extinguishing the plaintiff’s standing.
Amendments to Delaware’s LLC and Partnership Legislation Enacted
June 27, 2016
The Delaware General Assembly has recently enacted legislation amending the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act and the Delaware Revised Uniform Partnership Act. The following is a brief summary of some of the more significant amendments that affect Delaware limited liability companies, Delaware limited partnerships and Delaware general partnerships.
June 13, 2016
In Obeid v. Hogan, C.A. No. 11900-VCL (Del. Ch. June 10, 2016), the Delaware Court of Chancery held that the board of directors of a board-managed Delaware limited liability company and the managers of a manager-managed Delaware limited liability company did not have the authority under the respective limited liability company agreements to delegate to a…
Business Law Today | April 2016
In a recent opinion, the Delaware Court of Chancery considered, among other things, the impact of an integration clause contained in a subscription agreement for interests in a Delaware limited partnership on a side letter between the limited partnership and an investor, as well as the authority of a general partner to cause the limited partnership…
February 17, 2016
January 28, 2016
In a recent opinion, the Delaware Court of Chancery considered, among other things, the impact of an integration clause contained in a subscription agreement for interests in a Delaware limited partnership on a side letter between the limited partnership and an investor, as well as the authority of a general partner to cause the limited partnership…
November 20, 2015
August 21, 2015
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.
Amendments to Delaware’s LLC and Partnership Acts Adopted
June 29, 2015
Delaware has recently adopted legislation amending the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act and the Delaware Revised Uniform Partnership Act.
April 20, 2015
Delaware courts have consistently held, in the context of Delaware limited partnerships, that clear, express and unambiguous language modifying default fiduciary duties will be enforced.
Choice of Entity – 2015 Update
February 17, 2015
Elisa Maas on a panel and speaking on Delaware law differences among entity types.…
LLC State Law: Comparative Analysis and Draft-Arounds
December 3, 2014
This program will analyze differences in key LLC Act provisions among various states, with emphasis on Delaware, California, Texas, and others. The program will address provisions governing formation, management, modification of fiduciary duties, disassociation and dissolution, indemnification, and amendment of operating agreements. The panel, which includes Elisa Maas, will also focus on the distinction between mandatory/non-modifiable and default/modifiable…
November 21, 2014
In this seminar, an experienced panel will provide a practical introduction to LLCs and an in-depth discussion of the structures, mechanics, and strategies unique to LLCs. Throughout its presentation the panel will highlight tax issues and benefits that arise from the utilization of LLCs, discuss new developments in LLC law, and provide real-world examples of the…
2014 LLCs, Partnerships and Unincorporated Entities Institute
October 16, 2014
The ABA Business Law Section’s LLCs, Partnerships and Unincorporated Entities Committee held its the third annual LLC Institute on October 16-17 in Arlington, VA. The institute offered eight CLE panels on a wide range of topics. Elisa Erlenbach Maas spoke on the “Indemnification and Advancement” panel, which discussed the differences between corporate and LLC statutes governing indemnification of…
10th Annual Mergers and Acquisitions Institute – The University of Texas at Austin
October 16, 2014
One of the leading private M&A conferences of its kind in the U.S., UT Law’s Mergers and Acquisitions Institute examines the latest trends, structures, pitfalls and opportunities in M&A, features nationally and internationally recognized speakers, and provides invaluable opportunities to network with leading M&A lawyers and corporate development officers in Texas and the Southwest. Srini Raju…
Mastering Corporations, Partnerships, & LLC’s
September 17, 2014
Against the backdrop of a recovering economy, mastering the principles related to the formation and operation of corporations, partnerships, and LLCs has gained significant importance. Understanding these legal issues is an essential skill for attorneys and other professionals. Melissa Stubenberg acted as seminar faculty for this program, which explored: Choice of entity and tax issues for…
Delaware: The “Go-to” Forum for Global Business
September 7, 2014
Delaware has long been a global hub for company formation. More than one million companies are incorporated in Delaware, including 50% of all publicly-traded companies in the U.S. and 64% of the Fortune 500. Bun incorporating in Delaware is not just for American entities. Companies from around the world take advantage of all Delaware has to…
Delaware Insider: Recent Amendments to the Alternative Entity Acts
Business Law Today | August 2014
The State of Delaware continues to ensure that its alternative entity statutes remain state of the art. In furtherance of that objective, effective August 1, 2014, Delaware amended the Delaware Limited Liability Company Act (LLC Act), the Delaware Revised Uniform Limited Partnership Act (LP Act), the Delaware Revised Uniform Partnership Act (GP Act), and the Delaware…
2014 Amendments to Delaware’s Alternative Entities Legislation
Insights | August 2014
The following is a brief summary of some of the more significant amendments that affect Delaware limited liability companies, Delaware limited partnerships and Delaware general partnerships.
Amendments to Delaware’s LLC and Partnership Legislation Enacted
July 21, 2014
The Delaware General Assembly has recently enacted legislation amending the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act and the Delaware Revised Uniform Partnership Act.
Practical LLC and LP Opinions: What They Mean and How To Prepare Them
June 23, 2014
Limited liability companies (LLCs) and limited partnerships (LPs) have become the business entities of choice in a wide variety of transactions. The legal status of an entity, its power to perform its obligations under the transaction documents, and its authorization of its officers to enter into those documents on its behalf can have significant consequences. Attorneys…
Delaware Law Developments 2014: What All Business Lawyers Need to Know
May 28, 2014
Delaware law continues to play a critical role in U.S. corporate and securities law, particularly in today’s challenging and changing business environment. This unique annual program focuses on the important Delaware corporate law developments over the past year and their practical impact on corporate and legal practice. Top Delaware corporate law experts from the Delaware judiciary, leading…
2014 ABA Business Law Section Spring Meeting
April 10, 2014
Nearly 2,000 business law thought leaders, practitioners and policy influencers will convene at the Business Law Section Spring Meeting taking place April 10-12, 2014 in Los Angeles. Attendees will delve into current business law topics at CLE programs, substantive meetings and topical sessions, while enjoying dozens of social events scheduled throughout the meeting. Richards Layton attorneys…
Recent Developments in Delaware Corporate and LLC Law
April 3, 2014
This presentation, featuring Bill Haubert and Rudy Koch, will focus on recent developments in Delaware corporate and LLC law.
Limited Liability Entities: 2014 Update
March 24, 2014
Recent state and federal developments have meant big changes for business entities. Attendees will receive the most current information so they can properly advise clients who are limited liability companies, limited liability partnerships, and limited partnerships. Elisa Maas will speak during this popular annual CLE program on limited liability entities. The program features expert faculty and outstanding…
Business Entities: 2014 Update
February 18, 2014
New taxation, case law, and entity forms are creating new challenges and opportunities for practitioners. In order to help clients determine the appropriate legal form and structure for new and existing closely held businesses, professionals need a clear understanding about how the new developments will affect their clients. This comprehensive annual CLE program on business entities…
Delaware LLC Agreements: Planning and Drafting Approaches
November 25, 2013
This CLE webinar provided corporate counsel with a review of the advantages and disadvantages of forming LLCs under the Delaware Limited Liability Company Act (DLLC Act) versus other statutes. Director Melissa Stubenberg was on a panel addressing the key issues for counsel in planning, negotiating and drafting LLC agreements under the DLLC Act. …
November 22, 2013
In this seminar, sponsored by the New York City Bar Association, an experienced panel will provide a practical introduction to LLCs. The panel will compare the LLC to corporations (including S corporations) as well as partnerships and limited partnerships, citing the advantages and disadvantages of each such entity and how such advantages and disadvantages can shape…
Drafting Contractual Fiduciary Duties in LLC Agreements – New Developments and Best Practices
October 17, 2013
Srinivas Raju will speak during this CLE-accredited webinar sponsored by Practical Law Company.
2013 LLCs, Partnerships and Unincorporated Entities Institute
October 17, 2013
Melissa Stubenberg will speak at this ABA-sponsored institute in Arlington, Virginia.
Delaware LLC & Partnership Law Update: Allen v. Encore Energy Partners, L.P.
July 23, 2013
In the latest of a series of decisions addressing conflict of interest transactions involving Delaware limited partnerships, the Delaware Supreme Court once again confirmed that clear, express and unambiguous language modifying default fiduciary duties will be enforced.
2013 LLCs, LPs and Partnerships
July 10, 2013
Elisa Maas will speak at this CLE-accredited conference sponsored by the University of Texas at Austin School of Law in Austin, Texas.
Delaware LLC & Partnership Law Update
July 1, 2013
The Delaware General Assembly has recently enacted legislation amending the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act and the Delaware Revised Uniform Partnership Act.
Delaware Law Developments 2013: What All Business Lawyers Need to Know
May 29, 2013
Gregory Williams and Srinivas Raju will speak during this CLE-accredited PLI seminar.
Recent Developments in Delaware Corporate and Alternative Entity Law
May 22, 2013
The Corporate Law Section of the Delaware State Bar Association presented this annual CLE-accredited seminar in Wilmington, Delaware. Members of the Delaware Supreme Court and the Delaware Court of Chancery, as well as leading corporate practitioners and law professors, made presentations on recent developments, practice guidelines and legal ethics. James Leyden and Melissa Stubenberg spoke on…
Limited Liability Entities: 2013 Update
March 22, 2013
Director Elisa Erlenbach Maas will speak at this popular ALI-ABA CLE-accredited program.
Choice of Entity – 2013 Update
March 15, 2013
Director Elisa Maas will speak at this ALI-ABA webcast as part of a panel of experts on choice of business entity.
Choice of Entity – 2013 Update
February 22, 2013
Director Elisa Maas will speak at this ALI-CLE webcast as part of a panel of experts on choice of business entity.
November 30, 2012
Matthew Criscimagna will speak during this CLE-accredited program sponsored by the New York City Bar Association.
Delaware LLCs: Fiduciary Duty Opportunities and Pitfalls
October 17, 2012
Matthew Criscimagna will speak at this CLE-accredited program sponsored by the Indianapolis Bar Association.
Fiduciary Duties in the Alternative Entity Context
ABA | August 16, 2012
Delaware limited partnerships and limited liability companies, sometimes referred to collectively as alternative entities, are not the same as corporations, although there are many similarities.
Avoid Creating Fiduciary Duties When Eliminating Liability
Delaware Business Court Insider | July 25, 2012
Members of a limited liability company often take advantage of the contractual flexibility afforded by the LLC Act to modify fiduciary duties and liabilities. However, eliminating fiduciary duties and, at the same time, limiting the liability of a person for breaches of fiduciary duty can lead to difficult interpretive questions.
Delaware LLC & Partnership Law Update
July 18, 2012
The Delaware General Assembly has recently enacted legislation amending the Delaware Limited Liability Company Act, the Delaware Revised Uniform Partnership Act and the Delaware Revised Uniform Limited Partnership Act.
Delaware Law Developments 2012: What All Business Lawyers Need to Know
June 12, 2012
Anne Foster, Melissa Stubenberg and Gregory Williams will speak during this CLE-accredited PLI seminar.
Key 2011 Delaware Rulings for M&A, Corporate Governance and Alternative Entity Practice
May 24, 2012
Director Mike Allen will speak during this CLE-accredited webinar sponsored by Strafford Publications.
Limited Liability Entities: 2012 Update
April 10, 2012
Director Elisa Erlenbach Maas will speak at this popular ALI-ABA CLE-accredited program.
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.
Choice of Business Entity – 2012 Update
February 28, 2012
Director Elisa Erlenbach Maas will speak at this ALI-ABA webcast as part of a panel of experts on choice of business entity.
Delaware Business Court Insider | February 22, 2012
Section 17-1101(d) of the Delaware Revised Uniform Limited Partnership Act provides that a partnership agreement may expand, restrict or eliminate the fiduciary duties owed by a partner or other person to the limited partnership, a partner or any other person that is a party to or is otherwise bound by such partnership agreement, provided that the implied contractual covenant of good faith and fair dealing may not be eliminated.
February 9, 2012
In Auriga Capital Corporation v. Gatz Properties, LLC, the Court of Chancery stated that, unless a limited liability company agreement expands, restricts or eliminates the fiduciary duties owed by a manager, a manager is subject to the fiduciary duties of loyalty and care.
January 12, 2012
In Gerber v. Enterprise Products Holdings, LLC, C.A. No. 5989-VCN (Del. Ch. Jan. 6, 2012), the Court of Chancery enforced the contractual modification of fiduciary duties in Enterprise GP Holdings, L.P.’s partnership agreement and, on a motion to dismiss, dismissed all claims against the defendants arising out of the sale of a subsidiary by Enterprise GP Holdings to an affiliate and the subsequent merger of Enterprise GP Holdings into the same affiliate.
December 9, 2011
Director Matthew Criscimagna will speak at this New York City Bar seminar which will provide a practical introduction to LLCs.
ABA’s LLCs, Partnerships and Unincorporated Entities Fall Committee Meeting
November 4, 2011
Paul Altman, Mark Kurtz and Greg Ladner will speak at the Fall Meeting of the ABA’s Business Law Section in Washington, D.C.
Hot Topics on Delaware Limited Liability Companies and Limited Partnerships
October 11, 2011
Jim Leyden, Elisa Maas and Melissa Stubenberg will speak in Wilmington, Delaware at this CLE event sponsored by the Delaware State Bar Association.
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.
Think Carefully Before Amending LLC and Partnership Agreements: Understanding NextMedia
Delaware Business Court Insider | July 27, 2011
Under the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act, if a limited liability company agreement or a limited partnership agreement “provides for the manner in which it may be amended … it may be amended only in that manner or as otherwise permitted by law.”
Delaware LLC & Partnership Law Update
July 14, 2011
The Delaware General Assembly has recently enacted legislation amending the Delaware Limited Liability Company Act, the Delaware Revised Uniform Partnership Act and the Delaware Revised Uniform Limited Partnership Act.
LLC Opinion Letters: Minimizing Preparer Liability Risks
June 21, 2011
Elisa Erlenbach Maas will speak at this Strafford Publications event focused on drafting LLC opinion letters using the Tribar LLC Opinion Supplemental Report as a guide.
Opinions on LLC Interests and Secondary Sales of Securities
June 1, 2011
Jim Leyden will speak during this CLE-accredited American Bar Association web-based event.
Delaware LLC & Partnership Law Update
April 6, 2011
In two recent decisions, the Delaware Supreme Court addressed the fiduciary duties of controlling persons of a Delaware limited liability company, and the Delaware Chancery Court considered a request for access to a Delaware limited liability company’s books and records.
April 6, 2011
In William Penn, the Delaware Supreme Court considered whether the Delaware Court of Chancery erred when it held that William Lingo and Bryce Lingo, through their ownership in William Penn Partnership, a Delaware limited partnership, breached their fiduciary duties to the members of Del Bay Associates, LLC, a Delaware limited liability company (“Del Bay”), and awarded attorneys’ fees and costs to the plaintiff members of Del Bay due to the pre-litigation conduct of the Lingos.
April 6, 2011
In Sanders v. Ohmite, the Delaware Court of Chancery considered whether plaintiff Max Sanders, as a member of Ohmite Holding, LLC, a Delaware limited liability company (the “Company”), was entitled to inspect certain books and records of the Company pursuant to Section 18-305 of the Delaware Limited Liability Company Act.
Institutional Investor Forum 2011
March 22, 2011
Director James G. Leyden will speak at this CLE-accredited PLI seminar.
Limited Liability Entities: 2011 Update
March 17, 2011
Director Elisa Erlenbach Maas will speak at this popular ALI-ABA CLE-accredited program.
Choice of Business Entity – 2011 Update
February 17, 2011
Director Elisa Erlenbach Maas will speak at this ALI-ABA webcast as part of a panel of experts on choice of business entity.
January 11, 2011
In a recent case, the Delaware Court of Chancery addressed cross-motions for summary judgment in a case involving defendants Crescent Private Capital, L.P., a Delaware limited partnership, and Crescent Gate Partners, L.L.C., a Delaware limited liability company.
December 13, 2010
Director Matthew Criscimagna will speak at this New York City Bar seminar which will provide a practical introduction to LLCs.
November 17, 2010
In a recent opinion, the Delaware Court of Chancery considered whether creditors of an insolvent limited liability company have standing to assert derivative claims under the Delaware Limited Liability Company Act.
November 8, 2010
In a recent opinion, the Delaware Court of Chancery applied standard Delaware contract interpretation principles to interpret a limited partnership agreement of a Delaware master limited partnership and permitted a strategically compelling simplification transaction to proceed.
November 8, 2010
In a recent opinion, the Delaware Court of Chancery further clarified the role of the implied covenant of good faith and fair dealing in interpreting a limited partnership agreement.
November 8, 2010
In Atlas, the Delaware Court of Chancery considered issues relating to the modification and elimination of fiduciary duties in a limited liability company agreement and the implied covenant of good faith and fair dealing in connection with a challenged merger.
Delaware LLC & Partnership Law Update – November 2010
November 8, 2010
In three recent decisions, the Delaware Court of Chancery addressed important issues in connection with the restructuring of publicly traded alternative entities. The issues addressed included fiduciary duties and the implied contractual covenant of good faith and fair dealing.
29th Annual Business Law Institute
October 22, 2010
Director Srinivas Raju will be a panelist at the State Bar of Georgia’s Annual Business Law Institute near Atlanta, Georgia.
Working Group on Legal Opinions Fall 2010 Seminar
October 19, 2010
Director James Leyden will chair a panel at the Working Group on Legal Opinions Fall 2010 Seminar in New York, NY.
July 6, 2010
The Delaware General Assembly has recently enacted legislation amending the Delaware Limited Liability Company Act (DLLCA), the Delaware Revised Uniform Limited Partnership Act (DRULPA) and the Delaware Revised Uniform Partnership Act (DRUPA).
ABA Section of Real Property, Trust and Estate Law Annual Spring Symposia
May 6, 2010
Director Greg Ladner will be a speaker at this comprehensive CLE Symposia.
Delaware Law Developments 2010: What All Business Lawyers Need to Know
May 6, 2010
Richards Layton directors Gregory Williams and Srinivas Raju will speak at this PLI seminar.
April 26, 2010
The implied contractual covenant of good faith and fair dealing is becoming more relevant in analyzing issues in the alternative entity context.
ABA Business Law Section Spring Meeting
April 22, 2010
Directors Elisa Erlenbach Maas and Doneene Keemer Damon will speak at this ABA section meeting.
January 7, 2010
In Lola Cars International Ltd. v. Krohn Racing, LLC, the Delaware Court of Chancery interpreted an LLC agreement with respect to and otherwise discussed judicial dissolution of a Delaware LLC.
Recent Case Law Developments Relating to Delaware’s Alternative Entities
Delaware Law Review | 2010
The Delaware courts have addressed a number of significant issues over the past year relating to alternative entities formed under the Delaware Revised Uniform Limited Partnership Act and the Delaware Limited Liability Company Act.
Amendments to Delaware’s Alternative Entity Legislation Enacted
July 20, 2009
Amendments to legislation affecting Delaware LLCs, general partnerships and limited partnerships have recently been enacted.
Delaware Alternative Entity Law Newsletter
February 4, 2009
In Fisk Ventures, LLC v. Segal, the Court of Chancery granted petitioner’s motion for judgment on the pleadings and ordered dissolution of a limited liability company.
October 20, 2008
The Delaware Court of Chancery denies petition for judicial dissolution, finding that judicial dissolution is a limited remedy.
R&R Capital, LLC v. Buck & Doe Run Valley Farms, LLC
August 26, 2008
Chancery Court Enforces Provision in LLC Agreement Waiving the Right to Petition for Judicial Dissolution
Amendments to Delaware’s LLC and LP Legislation Enacted
July 24, 2008
The Delaware General Assembly has recently enacted legislation amending the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act.
Amendments of Delaware’s Alternative Entities Legislation Enacted
July 25, 2007
The Delaware General Assembly has recently enacted legislation amending the Delaware Limited Liability Company Act (DLLCA), the Delaware Revised Uniform Partnership Act (DRUPA) and the Delaware Revised Uniform Limited Partnership Act (DRULPA)