Insights Archive

Morris Nichols partner Kyle Pinder, along with Cleary Gottlieb partners J.T. Ho and Helena K. Grannis, co-authored this article.

Todd Flubacher discusses the exponential growth of Delaware’s trust industry over the past three decades, as the state has emerged as a leading jurisdiction for trusts.

Morris Nichols attorney Kyle Pinder has a forthcoming article examining the potential sources of an inherent precatory proposal right. 

On August 21, 2025, Governor Matthew S. Meyer signed House Bill 103 (“Trust Act 2025”), updating Delaware trust law with new rules for purpose trusts, officeholder powers, beneficiary rights, and marital property.

Kyle Pinder summarizes the 2025 amendments to the Delaware General Corporation Law (DGCL), including key changes to conflict transaction approvals, stockholder inspection rights, forum selection provisions, and fee-shifting restrictions.

Eric Klinger-Wilensky, John DiTomo, and Kyle Pinder authored an article in The Corporate Governance Advisor analyzing the 2025 amendments to the Delaware General Corporation Law and their role in strengthening Delaware’s status as the premier jurisdiction for corporations.

Apoorva Gokare authored a commemorative article featuring pioneering South Asian lawyers in Delaware in the DSBA’s June 2025 Bar Journal.

Todd Flubacher co-authored an article for Steve Leimberg's Estate Planning Newsletter, issue #3220, along with Jocelyn Borowsky, and Michael R. Stein.

Zach Haupt and Reece Barker contributed five Delaware overviews to Thomson Reuters’ Practical Law Trusts and Estates.

Trusts & Estates attorneys Zach Haupt and Reece Barker contributed an article on no-contest clauses, which can reduce the risk of litigation by penalizing any beneficiary who asserts a baseless claim. They discuss how Delaware’s statutory and case law supports the use of such clauses, and recent cases providing guidance regarding what types of matters may be pursued notwithstanding the existence of such clauses. 

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.

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. 

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

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.

Curtis Miller, Matthew Talmo and Erin Williamson address the ways in which a bankruptcy retailer can navigate security interests on goods purchased by customers, ensuring that customers receive their goods and remain willing to do business with the reorganized company.

Bill Lafferty and Eric Klinger-Wilensky co-authored an article on recent Delaware law updates.

On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association released proposed amendments to the Delaware General Corporation Law that, if adopted into law, would address recent caselaw regarding the facial validity of certain stockholder agreements, the ability of parties to a merger agreement to contract for certain pre-closing remedies and for the appointment of a stockholder representative to enforce post-closing remedies, and the process required to approve merger agreements.

Corporate counseling partner Kyle Pinder recently authored an article in The Corporate Governance Advisor discussing four possible approaches when crafting forum selection, or exclusive forum, provisions requiring certain claims to be brought in a specific court or courts. 

Todd Flubacher recently co-authored the second part of a series examining the drawbacks of trustor's dead hand control in trust planning.

Today, the US District Court for the District of Delaware announced that Judge Jennifer L. Hall has been sworn in as a district judge.

Todd Flubacher recently co-authored an article on the importance of starting trust planning from the perspective of the rising generation.

Dan Butz co-authored an article discussing chapter 11 in the commercial real estate sector, and ways distressed companies can drive the corporate restructuring process.

Yesterday, the Senate confirmed Magistrate Judge Jennifer L. Hall to be the next United States District Judge for the District of Delaware by a 67-29 vote, one of the widest margins for any Biden judicial nominee.

Melissa DiVincenzo, Dave Harris, Matt Darby, and Emily LaSpina contributed an article to Bloomberg Law outlining several 2023 amendments to the Delaware General Corporation Law (DGCL) and the Delaware “alternative entity” statutes.

Trust Act 2023 includes amendments to Delaware’s “APT Act” and statutes concerning spendthrift, disposition of marital property, change of situs, place of administration, designated representatives, and PPLI premiums.

Morris Nichols attorneys Patricia Vella and Hallie Snyder Sacchetta contributed written summaries to this resource.

Magistrate Judge Jennifer L. Hall has been nominated to fill the vacancy on the U.S. District Court for the District of Delaware at the end of this year.

The Corporate Transparency Act (the “CTA”) was passed in Fiscal Year 2021. Starting January 1, 2024, reporting companies will have disclosure obligations. Members of the trust industry and their advisors will be monitoring developments closely for additional guidance regarding CTA application in unique circumstances.

On February 23, 2023, the Delaware Supreme Court issued a Standing Order designating the five Superior Court judges who serve on that court’s Complex Commercial Litigation Division as Vice Chancellors empowered to hear and resolve any case filed under Section 111, as selected by the Chancellor of the Court of Chancery and the President Judge of the Superior Court.

Tarik Haskins writes on trends relating to pledges of limited liability company or limited partnership ownership interests as collateral in connection with secured financings.

A look back at patent filings, trials, decisions on key issues, and notable developments in the US District Court for the District of Delaware in 2022.

Tarik Haskins contributed an article on the Court of Chancery’s recent opinion in Ainslie v. Cantor Fitzgerald, L.P. considering non-compete provisions set forth in a partnership agreement.

Judge Richard Andrews intends to take Senior Status at the end of December 2023.

Kate Betterly and retired partner Don Isken discuss three things commercial property owners should know about Delaware’s property tax reassessments.

In 2022, the Delaware legislature passed a number of amendments to the state’s “alternative entity” statutes—the Delaware Revised Uniform Partnership Act (DRUPA), the Delaware Revised Uniform Limited Partnership Act (DRULPA), the Delaware Limited Liability Company Act (DLLCA), and the Delaware Statutory Trust Act (DSTA).

Dan Matthews and Kyle Pinder discuss the 2022 amendments to the Delaware General Corporation Law (the “DGCL”) that were recently enacted.

While not binding on the Court, the recommendation, if accepted, would allow Delaware to Retain hundreads of millions of dollars in MoneyGram teller checks escheated to it as MoneyGram's state of incorporation.

In its 2022 session, the Delaware legislature passed a number of amendments to the Delaware General Corporation Law (DGGL) and the Delaware “alternative entity” statutes. The amendments to the DGCL became effective on Aug. 1, 2022.

Morris Nichols alternative entities partner Tarik Haskins discusses current issues with respect to the use of limited liability company interests and limited partnership interests as collateral.

Delaware Governor John C. Carney signed House Bill 406 (“Trust Act 2022”) into law.