Experience
From the largest multinational companies to closely held businesses, nonprofit organizations, and individuals, Richards Layton provides skilled advice on maximizing the advantages and minimizing the impact of federal, state, and local tax statutes. Our special emphasis is on the tax implications of Delaware law, including matters of Delaware income, franchise, utility, property, gross receipts, and realty transfer taxation, as well as unclaimed property/escheat. Given our familiarity with state tax personnel and policies, we can often quickly secure approval on the tax aspects of time-sensitive transactions.
Authoritative Transactional Opinions
We thoroughly understand the tax implications of commercial transactions carried out under Delaware limited liability company agreements, statutory trust agreements, limited partnership agreements, and other agreements governing alternative entities. Our lawyers regularly provide corporate clients and their counsel with authoritative opinions on transactions structured under Delaware law, and what the rights and responsibilities of each party will be.
Business Tax Planning
Choosing the right business entity form to minimize taxes is one the foundations of business tax planning. Richards Layton tax lawyers help many clients evaluate whether a C corporation, S corporation, limited liability company, partnership or some other vehicle is the best way to meet growth and financing needs while also maximizing tax advantages, and we can then create the appropriate management and organizational structure.
Employee Benefits Planning
Private and public sector employers need to ensure that the tax-qualified pension, employee benefit and profit-sharing plans they implement are properly documented and in full compliance with all IRS and Department of Labor regulations. We take a comprehensive approach that encompasses the financial, tax, administrative and fiduciary responsibility issues that are central to effective compensation and benefit programs, and their integration with specific employment policies and practices. And we make sure that plans remain in full compliance with laws such as COBRA and ERISA.
Unclaimed Property/Escheat
Richards Layton represents a substantial number of clients before both the Delaware Department of Finance and the Office of the Secretary of State of the State of Delaware in connection with matters related to unclaimed property/escheat. As a result of the United States Supreme Court decisions in Texas v. New Jersey and Delaware v. New York, Delaware is a significant jurisdiction with respect to unclaimed property. Richards Layton is a recognized leader with respect to representation of corporate clients in unclaimed property audits, dispute resolution, and participation in the Delaware unclaimed property voluntary disclosure program.
Tax-Exempt Organizations
Tax-exempt and nonprofit organizations vary greatly in terms of size and focus, and Richards Layton is well qualified to address the tax and governance needs of a full range of these clients. We regularly advise such entities as:
- Major hospital systems
- Private foundations
- Colleges, universities, and other educational organizations
- Museums and other arts and cultural organizations
- Environmental and other public policy advocacy groups
- Other public charities
Personal Tax Planning
Richards Layton has unsurpassed knowledge of Delaware trust law and frequently helps clients decide whether a Delaware Asset Protection Trust, a Delaware Dynasty Trust or some other trust structure is the best estate and wealth planning option to maximize tax advantages. As Delaware allows trusts to continue in perpetuity, many high-wealth individuals seek our help to establish these trust arrangements in the state.
Attorneys
Related Practices
Publications
Delaware Adopts Limitations on Actions Under Delaware False Claims Act Related to Escheat
September 26, 2024
On August 15, 2024, Delaware Governor Carney signed Senate Substitute No. 1 to Senate Bill No 266 adopting limitations on actions brought under the Delaware False Claims and Reporting Act (6 Del. C. § 1201 et seq.) to the extent that they relate to unclaimed property filing obligations. In general, under the Delaware False Claims…
Delaware Makes Technical Amendments to Unclaimed Property Statute
September 4, 2024
Signed by Delaware Governor Carney on August 15, 2024, Senate Bill 267 made numerous technical amendments to the Delaware unclaimed property statute (12 Del. C. § 1130 et seq.) as follows: Foreign Addressed Property. In the case of dormant foreign addressed property held by a Delaware formed entity, Delaware has historically claimed priority to escheat…
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
December 11, 2023
Beginning on January 1, 2024, the Corporate Transparency Act (the “CTA’’) will impose filing and reporting obligations on certain entities, such as Delaware limited liability companies and Delaware limited partnerships, with civil and criminal penalties possible for noncompliance. For individuals utilizing Delaware entities within their estate planning or in connection with their personal investing or business…
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…
Delaware Proposes Escheat Reform Legislation
January 13, 2017
On January 12, 2017, Delaware SB 13 was introduced in the Delaware General Assembly, proposing comprehensive Delaware unclaimed property legislative reform. The administration-drafted bill addresses many aspects of Delaware’s unclaimed property audit program and compliance regime. Over the past decade, the receipt of unclaimed property has consistently been Delaware’s third-largest source of revenue, accounting for nearly…
July 6, 2016
The State of Delaware regularly audits Delaware corporations with regard to unclaimed property liability. As part of such audits, for periods when such corporations did not have the necessary books and records, Delaware would estimate such corporation’s unclaimed property liability to Delaware and assess that amount. However, on June 28, 2016, the U.S. District Court for…
New Private Placement, Trust-Owned Life Insurance Premium Tax Bill Signed into Law
May 20, 2016
On May 5, 2016, Delaware Governor Jack Markell signed into law House Bill 237, substantially lowering the premium tax rate for trust-owned, private placement life insurance contracts covering the life of an individual. The new law lowers the premium tax rate to 2% for the first $100,000 in net premiums and 0.0% on net premiums in…
Delaware Softens Unclaimed Property Audit Posture
Insights | July 2015
In the two decades subsequent to the UnitedStates Supreme Court decision in Delaware v.New York, Delaware maintained what was generallyrecognized as the broadest and most aggressiveabandoned and unclaimed property auditprogram in the country. In Delaware v. New York,the United States Supreme Court confirmed thestate of incorporation as the second priority stateas it relates to state’s…
Significant Changes in Delaware Unclaimed Property Administration Proposed
June 18, 2015
On Tuesday, June 16, 2015, Delaware Senate Bill 141 was introduced to the Delaware General Assembly proposing many significant changes to the existing Delaware unclaimed property audit and administration regime.
2014 Delaware Tax Institute: Holding the Line on Taxes
November 14, 2014
This annual CLE-accredited event, sponsored by Widener University School of Law, will define the changes and new developments in current legislative, regulatory, and judicial income, estate, and gift tax. Don Sparks will be a panel chair and Janice Matier a panelist in a session entitled “Navigating State Fiduciary Income Tax.” Stan Stevenson will speak on “Circular…
Highlights of the 2014 Trust Act
July 23, 2014
On July 22, 2014, Delaware Governor Jack Markell signed House Bill No. 412 (“Trust Act 2014”) into law. Trust Act 2014 continues Delaware’s tradition of regularly refining and improving upon its existing statutory provisions in order to aid in their application and remain consistent with modern developments.
July 14, 2014
As a result of the passage of 79 Del. Laws, c. 278, the deadlines to enter the SOS VDA Program and to resolve all unclaimed property liability under that program have been extended.
The Current State of Same Sex Marriage
October 1, 2013
Peter Conaty, Mark Purpura and Don Sparks will speak at this annual event in Wilmington, Delaware.
2013 Delaware Trust Conference
October 1, 2013
Peter Conaty, Mark Purpura and Don Sparks will speak at this annual event in Wilmington, Delaware.
New Secretary of State Voluntary Compliance Program
February 20, 2013
Over the last decade and a half, Delaware’s status as the preferred jurisdiction of incorporation and entity formation has yielded the state another significant source of annual revenue in the form of abandoned or unclaimed property.
Delaware Amends the Secretary of State Unclaimed Property Voluntary Disclosure Program
January 31, 2013
On January 30, 2013, Delaware Governor Markell signed House Bill No. 2, which amended the Secretary of State VDA program.
Delaware Finalizes Regulation Temporarily Shortening Unclaimed Property Audit Look-Back Period
November 13, 2012
On November 1, 2012, the Delaware Department of Finance promulgated a final regulation, effective December 1, 2012, that shortens the look-back period for currently ongoing Delaware unclaimed property audits.
Unclaimed Property: Basics and New Developments
Delaware Lawyer | Fall 2012
According to the Delaware Division of Corporations’ website, more than 980,000 business entities are currently formed under Delaware law, including more than half of all publicly traded U.S. companies and more than 63 percent of the Fortune 500.
2011 Delaware Tax Institute – Windows of Opportunity: Tax Planning in Times of Transition
November 18, 2011
Directors Don Sparks, Stan Stevenson and John Mark Zeberkiewicz will speak at this Delaware Tax Institute sponsored by Widener University School of Law.
Planning Implications of the New Delaware Civil Union Law
November 1, 2011
Directors Peter Conaty and Mark Purpura will speak at the Estate Planning Council of Delaware’s meeting in Wilmington, Delaware.
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.
Delaware Bankruptcy Law Update – The Grossman’s and Exide Decisions
June 4, 2010
In two recent Third Circuit opinions, the Court: (1) en banc overruled the controversial Frenville test and set a new standard as to when a “claim” arises, and (2) found an agreement containing a trademark license not to be executory, with a concurring opinion criticizing those courts following Lubrizol.