Section 220 provides stockholders with a powerful tool for investigating corporate wrongdoing — one that Delaware courts have repeatedly implored stockholders to use before pursuing potential claims. Recent Chancery decisions suggest that defendants should not chalk up the fee-shifting decision to a one-off.
Morris Nichols’ Delaware Trust Law Companion is an invaluable resource for professionals whose practice involves Delaware trusts.
- 08.01.2021Bankruptcy Petition AlertMorris Nichols Bankruptcy Alert - Alpha Latam Management, LLC and Certain of Its Affiliates File Chapter 11 Bankruptcy Cases in Delaware
On August 1, 2021, Alpha Latam Management, LLC and certain of its affiliates filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware.
In its 2021 session, the Delaware legislature passed a number of amendments to the Delaware General Corporation Law (DGCL) and the Delaware “alternative entity” statutes—the Delaware Limited Liability Company Act (DLLCA), the Delaware Revised Uniform Limited Partnership Act (DRULPA), and the Delaware Revised Uniform Partnership Act (DRUPA). The amendments to the DGCL, the DLLCA, the DRULPA, and the DRUPA became effective on August 1, 2021.
On August 1, 2021, amendments to the Delaware Limited Liability Company Act (the “Act”) became effective that include a number of significant substantive changes.
- 07.12.2021Client Alert
On June 30, 2021, Delaware Governor John C. Carney signed House Bill 164 (“Trust Act 2021”) into law.
- Spring 2021Article
When implementing a plan involving the transfer of assets to more than one trust with overlapping donors and beneficiaries, prospective donors and their advisers should be mindful of the possible application, and implications, of the so-called “reciprocal trust doctrine.”
- 05.25.2021Client Alert
The District of Delaware issued a Standing Order today, stating that the Court will enter Phase 3 of its Covid Re-Opening Guidelines on June 7, 2021.
- 04.30.2021Client Alert
Judge Connolly issued a Standing Order today revising his summary judgment procedures in patent cases. Effective immediately, a party filing multiple summary judgment motions must now number the motions based on the order in which it wants the Court to review them.
Morris Nichols attorneys William Lafferty, John DiTomo, and Mathew Clark contributed eight guides on Delaware litigation to Practical Law Litigation.
- 04.26.2021Client Alert
On April 7, 2021, the Corporation Law Section of the Delaware State Bar Association approved amendments to the Delaware Revised Uniform Partnership Act, 6 Del. C. §§ 15-101 et seq. (the “DRUPA”), the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §§ 17-101 et seq. (the “DRULPA”), and the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (the “DLLCA”).
- 04.19.2021Client Alert
In a pair of bills introduced late last week in the Delaware General Assembly, Delaware moved to shore up its unclaimed property program through proposed amendments to its unclaimed property law that would establish unclaimed property reporting requirements for virtual currency, and create a permanent expedited audit option with significantly reduced interest for holders. Additionally, in apparent reaction to several recent court opinions criticizing the State’s use of contingent fee audit firms, and curtailing the State’s ability to compel the production of holder records, the proposed amendments would eliminate most third-party contingent fee arrangements, and expand the State’s authority to seek records – from the holder and various third-parties – wholly unrelated to the identification of abandoned property due and owing to the State.
In a prepackaged bankruptcy—colloquially known as a “prepack”—a distressed company negotiates and solicits support of a chapter 11 plan of reorganization before commencing its chapter 11 case. The company then files for bankruptcy court protection to implement the plan, knowing that it has the requisite creditor support for its reorganization.
- 04.05.2021Client Alert
In a notice issued today, the District of Delaware announced its decision not to extend its February 5, 2021 Standing Order suspending jury trials.
Morris Nichols partner David Harris authored the chapter on Delaware.
Designed for the unclaimed property professional and companies involved in Delaware unclaimed property audits and voluntary disclosure agreements, the Morris Nichols Unclaimed Property Companion is the authority on Delaware unclaimed property law.
- 02.19.2021Client Alert
As many American businesses continue to function remotely, Delaware – like other states – has concluded that VDAs and unclaimed property audits initiated by Delaware can and should continue as well. Therefore, it is accelerating its scrutiny of Delaware formed companies.
Morris Nichols maintains a Cumulative Survey of Delaware case law relating to alternative entities that is updated annually, organized by subject area and includes most cases that address significant alternative entity issues.
- 02.05.2021Client Alert
The District of Delaware issued a Standing Order, canceling all civil and criminal jury trials until on or after April 5, 2021, in light of the ongoing impact of the coronavirus pandemic.
Morris Nichols’ M&A Checklist summarizes key cases decided by the Delaware courts. Now updated for 2021 and available in PDF format, it is an essential tool for M&A dealmakers.
- 01.29.2021Client Alert
In response to the increasing prevalence of data breaches in both the private sector and government, the District of Delaware issued a Standing Order providing guidance on new security procedures to protect “highly sensitive documents” (“HSD”) filed with the Court.
This article discusses the bankruptcy discharge process and how prospective acquirors of bankrupt companies can identify and potentially avoid liability for legacy unclaimed property liabilities that may remain following confirmation of a plan of reorganization.
- 11.11.2020Client AlertDelaware Unclaimed Property Audit Notices to Be Issued Within Days: Privately Held Companies a Focus
The Delaware Secretary of State announced in late August 2020 that his office was mailing nearly 200 letters to businesses identified as “holders” of unclaimed property. These Delaware-formed companies were deemed likely to be out of compliance in reporting dormant, abandoned or unclaimed property under Delaware law.
- Fall 2020Article
Through the years, alternative entities have evolved in complexity and grown in popularity, particularly limited partnerships (“LPs”) and limited liability companies (“LLCs”). Morris Nichols attorneys Don Parsons, Jason Russell and Koah Doud contributed a look-back article on alternative entities to the 75th Anniversary edition of The Business Lawyer.