Insights

Delaware, the corporate home of a majority of US public companies and venture-backed private companies, has adopted important amendments to the Delaware General Corporation Law (DGCL) to provide additional protection and clarity for boards of directors and controlling stockholders. This client alert summarizes the changes which took effect on March 25, 2025 and apply retroactively to all acts and transactions, including demands to inspect books and records, unless legal proceedings were already commenced on or before February 17, 2025.

Zach Haupt and Matt Clark describe the fiduciary exception to the attorney-client privilege, summarize how the exception has developed in Delaware –a prominent trust jurisdiction and the state in which the leading case on the fiduciary exception derived– and provide examples of approaches adopted by states that do not recognize the fiduciary exception.

Designed for the unclaimed property professional and companies involved in Delaware unclaimed property audits and voluntary disclosure agreements, Morris Nichols’ Unclaimed Property Companion contains essential reference documents on Delaware and national unclaimed property law.

Morris Nichols attorneys Bill Lafferty, John DiTomo, and Matt Clark contributed eight guides on Delaware litigation to Practical Law Litigation.

On Monday, February 17, 2025, the General Assembly publicly released proposed amendments to the Delaware General Corporation Law (“DGCL”).  The amendments, which we refer to as the “Balancing Amendments,” are intended to rebalance certain aspects of Delaware law relating to conflict transactions, controlling stockholder liability, and books and records demands. 

Morris Nichols’ M&A Checklist summarizes key cases decided by the Delaware courts. Now updated for 2025 and available in PDF format, it is an essential tool for M&A dealmakers.

Todd Flubacher recently co-authored an article discussing Delaware‘s new beneficiary well-being statute.

Lou Hering and Jason Russell contributed a Practice Note on Delaware Series LLCs to Thomson Reuters Practical Law.

Melissa DiVincenzo, Dave Harris, Matt Darby, and Emily LaSpina contributed an article to Bloomberg Law outlining several 2024 amendments to the Delaware General Corporation Law (DGCL) and the Delaware “alternative entity” statutes.

Kate Betterly authored an article explaining updated Delaware property tax reassessments

Morris Nichols’ Delaware Trust Law Companion is an invaluable resource for professionals whose practice involves Delaware trusts.

John DiTomo coauthored an article examining the key issues counsel should consider when litigating an appraisal action.

Trust Act 2024 includes amendments to Section 3301 of Title 12 to define the term, “letter of wishes”, addition of a new “Beneficiary Well-Being Trust” statute as Section 3345 to Title 12 which expressly allows trustors to opt-in to the creation of a so-called Beneficiary Well-Being Trust and more.

Kyle Pinder joins the new podcast series “Understanding Activism with John & J.T.” to discuss recent challenges to advance notice bylaws and the implications of Kellner v. AIM Immunotech.

Derek Abbott recently spoke to Law360 about the implications of the Purdue decision.

Bill Lafferty and Eric Klinger-Wilensky contributed to a Law360 article on deal certainty.

Todd Flubacher recently co-authored the third part of a series providing practical resources for planners to assist clients in exploring how trusts can be structured, aligning with clients’ family goals.

David Harris and Melanie Young co-authored an article on Delaware’s division statutes. They outline how the statutes are relevant to practitioners, including lenders, who deal with Delaware LLCs and Limited Partnerships, both to be able to take advantage of the opportunities they create but also to protect against the potential consequences of a division.