Insights Archive

Rick Alexander, James Honaker, and Daniel Matthews authored “Forum Selection Bylaws: Where We Are and Where We Go from Here,” published in the July 2013 Securities Litigation section of Insights: The Corporate & Securities Advisor (Vol. 27, No. 7).

Tarik Haskins, partner in the Morris Nichols Delaware Commercial Law Counseling Group, authored “Exit Stage Left: Getting Out of Your Limited Liability Company” featured in the July 2013 Edition of Business Law Today, a publication of the ABA's Business Law Section.

Patricia O. Vella, Morris Nichols Delaware Corporate Law Counseling Group partner, co-authored “Confidentiality and Standstill Agreements: Recent Delaware Law Developments” featured in the May 22, 2013 edition of The Review of Securities & Commodities Regulation.

Jeff Wolters authored “Breacher Beware: Contract Damages in Delaware M&A Decisions” appearing in the Delaware Insider section of the April 2013 issue of the ABA’s Business Law Today.

Trusts, Estates & Tax Group partner Todd Flubacher authored “Trust Merger: What’s Good for the Goose Is Good for the Gander” featured in the Spring 2013 edition of Delaware Banker.

Louis Hering, Morris Nichols Commercial Law Counseling Group partner, and Melissa DiVincenzo, Morris Nichols Delaware Corporate Law Counseling Group partner, co-authored “Considerations for Contractual Provisions Extending Statutes of Limitations” presented at the 2013 Working Group on Legal Opinions Spring Seminar in New York City, May 14, 2013.

Jeff Wolters, Morris Nichols Corporate Law Counseling Group partner, and Mike Houghton, Morris Nichols Unclaimed Property Law Counseling Group partner, co-authored Liability Exposure for Delaware Incorporated Companies - The Risk of an Escheat Audit and Delaware’s New Voluntary Disclosure Program to Avoid Penalties  appearing in the April 2013 issue of TerraLex Connections.

David A. Harris, Louis G. Hering, “2013 Summary of Delaware Case Law Relating to Alternative Entities,” 2013 Annual Meeting of ABA, Section of Business Law (Feb. 1, 2013)

Donald F. Parsons, Jr.;  Jason S. Tyler, “Docket Dividends: Growth in Shareholder Litigation Leads to Refinements in Chancery Procedures,” 70 WASH. & LEE. L. REV. 473 (2013)

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James D. Honaker, Jeffrey R. Wolters, “Analysis of 2013 Amendments to the Delaware General Corporation Law,” Aspen Publishers, Inc.

Tarik J. Haskins, “Using Limited Liability Company Interests and Limited Partnership Interests as Collateral,” ABA Business Law Today (Jan. 2013)

Jeffrey Wolters authored “Decisions in Delaware Offer Important Guidance for U.S. and Foreign Companies,” appearing in the December 2012 issue of TerraLex Connections.

Louis G. Hering, “Commentary on Freedom of Contract and Default Contractual Duties in Delaware Limited Partnerships and Limited Liability Companies,” The Institute of Delaware Corporate & Business Law, On-Line Symposium: Default Fiduciary Duties in LLCs and LPs (2012)

Tarik Haskins, partner in the Morris Nichols Delaware Commercial Law Counseling Group, is the featured author of “Using Limited Liability Company Interests and Limited Partnership Interests as Collateral” appearing in the Fall 2012 Edition of the ABA’s Commercial Law Newsletter, a joint publication of the Commercial Finance and Uniform Commercial Code Committees of the ABA’s Business Law Section.

Melissa A. DiVincenzo, Louis G. Hering, “2012 Amendments to Delaware’s General Corporation Law and Alternative Entity Statutes,” BNA’s Corporate Counsel Weekly, Vol. 256, No. 27 (Aug. 15, 2012)

James D. Honaker and Eric S. Klinger-Wilensky, members of the Morris Nichols Delaware Corporate Law Counseling Group, authored “Dividends, Redemptions and Stock Purchases” for Practical Law Company’s Practice Note series.

Jeff Wolters  authored “Running a Proper Interdependent Committee Process: Practice Tips from Recent Delaware Cases” appearing in the Delaware Insider section of the March 2012 issue of the ABA’s Business Law Today.

Jeffrey R. Wolters, Tom Kellerman, “Corporate Governance for Venture-Backed Companies,” The Review of Securities & Commodities Regulation (March 2012)

Morris Nichols attorneys Jeffrey R. Wolters, Patricia O. Vella, and Eric S. Klinger-Wilensky contributed three chapters to the 2012 edition of Corporate Attorney’s Practice Guide, published by Lexis Nexis.

Morris Nichols partner Todd Flubacher authored “Don’t Tread On Me: How Delaware Courts Review Trustee Discretion” featured in the January 2012 edition of Delaware Banker Magazine. The article examines recent Delaware case law and a hidden gem found in Delaware’s trust statutes that answers the question, “What is the risk that an interested party will sue a trustee whenever they take discretionary action?”

Lauren K. Neal, “The Virtual Water Cooler and the NLRB: Concerted Activity in the Age of Facebook,” 69 Washington & Lee Law Review 1715 (2012)

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Jeffrey Wolters, Morris Nichols Corporate Law Counseling Group partner, and associate Amy Simmerman, authored “Innovations in Poison Pill Drafting” - appearing in the November 2011 issue of Practical Law The Journal.

UPDATES for 2011- How to take advantage of Delaware’s directed trusts statute and other attractive Delaware statutes, Delaware creditor protections, Delaware dynasty trusts, Delaware Chancery Court supervision, and considerations when changing a trust situs to Delaware.

Louis G. Hering, “2011 Amendments to Delaware’s General Corporation Law and Alternative Entity Statutes,” BNA’s Corporate Counsel Weekly, Vol. 26, No. 32 (Aug. 17, 2011)

J. Zachary Haupt, “If You’re Incorporated in Delaware, You Can Be Sued in Delaware, Federal Judge Says,” Del. Bus. Ct. Insider (June 29, 2011)

Rick Alexander and Daniel Matthews authored “The Multi-Jurisdictional Stockholder Litigation Problem and the Forum Selection Solution,” published in the May 11, 2011 issue (Vol. 26, No. 19) of BNA’s Corporate Counsel Weekly.

David A. Harris, Louis G. Hering, “2011 Summary of Delaware Case Law Relating to Alternative Entities,” 2011 Annual Meeting of ABA, Section of Business Law (Feb. 21, 2011)

Morris Nichols' Todd Flubacher and PNC Wealth Management vice president Ann Marie Levin authored Put Decanting to Work to Give Breath to Trust Purpose featured in the January 2011 edition of Estate Planning Magazine that examines one of the most significant advancements in modern personal trust law: the enactment of state decanting statutes that specially authorize trustees to effectively amend the provisions of irrevocable trusts...

John P. DiTomo and A. Gilchrist Sparks III, “The Short-term vs. Long-term Dilemma,” Ch. 6, Corporate Governance 2011, Practising Law Institute (2011)

Trusts, Estates & Tax Group partner Todd Flubacher authored ”The Trustee’s Role in Directed Trusts” featured in the December 2010 edition of Trusts & Estates Magazine.  David A. Diamond, head of J.P. Morgan Trust Company of Delaware, co-authored.

Todd Flubacher, ACTEC Fellow and partner in Morris Nichols’ Trusts, Estates and Tax Group and associate Randy Herndon authored Delaware Asset Protection Trusts and Creditors’ Rights featured in the September 2010 edition of Estate Planning Magazine that answers the question:  How is a settlor who creates a trust in which he or she retains the right to receive distributions better off creating the trust as a Delaware asset protection trust (DAPT) than as a trust in another jurisdiction that does not provide creditor protection to a settlor?

Trusts, Estates & Tax Group and Commercial Law Counseling Group partner Todd Flubacher authored Planning to Avoid Pitfalls - Asset Protection Trusts Thirteen Years After Enactment featured in the Winter 2010 edition of Delaware Banker magazine.

David A. Harris, Louis G. Hering, “2010 Summary of Delaware Case Law Relating to Alternative Entities,” 2010 Annual Meeting of ABA, Section of Business Law (March 1, 2010)

Megan Ward Cascio, Delaware, in Brownfields: “A Comprehensive Guide to Redeveloping Contaminated Property,” Chapter 35, Todd S. Davis and Scott A. Sherman eds., 3rd ed. (2010)

Stephen P. Lamb, John P. DiTomo, “Federalization vs. Federalism in Corporation Law,” Ch. 25, Corporate Governance 2010 - A Master Class, Practising Law Institute (2010)

David A. Harris, Louis G. Hering, “2009 Supplement to Cumulative Survey of Delaware Case Law Relating to Alternative Entities,” 2009 Annual Meeting of ABA, Section of Business Law (June 1, 2009)

Eric Klinger-Wilensky, “Corporate Governance Developments in a Recessionary Environment,” Securities Regulation & Law Report, Vol. 41, No. 20 (May 18, 2009)

James D. Honaker, Jeffrey R. Wolters, “Analysis of the 2009 Amendments to the Delaware General Corporation Law,” Delaware, Aspen Publishers, Inc. (2009)

John P. DiTomo and William M. Lafferty, “Defining the Proper Subject Matter for a Bylaw under Delaware Law,” Practising Law Institute Corporate Governance 2009, 1774 PLI/Corp 337

What Does It Mean to "Change a Trust's Situs"?  Unfortunately, the term "trust situs" means different things in different contexts...

Rob Dehney and Curtis Miller co-authored “The Dealmaker’s Guide to Buying Distressed Assets - Section 363 Sales and the Alternatives.” The article is featured in the September 2008 edition of Norton Annual Survey of Bankruptcy Law.  Geared toward that deal professional seeking an introduction to purchasing distressed companies (or pieces thereof) under Bankruptcy Code Section 363, the authors paint not only the legal landscape but also discuss the competing considerations in which business decisions in this context are made in the real world.

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Eric Klinger-Wilensky, “2007 Developments in Delaware Corporation Law,” Securities Regulation & Law Report, Vol. 40, No. 19 (May 12, 2008)

David A. Harris, Louis G. Hering, "2008 Supplement to Cumulative Survey of Delaware Case Law Relating to Alternative Entities," 2008 Annual Meeting of ABA, Section of Business Law (February 1, 2008)  

Curtis S. Miller, “Covering Their Tails - Again: Court Rejects Objection to Officer Advancement Claim under 11 U.S.C. §502(e)(1)(B)1,” ABI Journal, p. 38 (Feb. 2008)

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John P. DiTomo and A. Gilchrist Sparks III, “Management Projections: To Disclose or Not to Disclose?” 1677 PLI/Corp 379 (2008)

Frederick H. Alexander, James D. Honaker, “Stockholders in Corporate Governance: Power to the Franchise or the Fiduciaries?: An Analysis of the Limits on Stockholder Activist Bylaws,” Delaware Journal of Corporate Law, Vol. 33 (2008)

Tarik J. Haskins, “Recent Case Law Developments Relating to Delaware’s Alternative Entities,” Delaware Law Review, Vol. 10, No. 1 (2008)

John P. DiTomo, “Dual Representation in Derivative Litigation: The Corporate Counsel’s Role in Managing the Corporation’s Conflicts of Interests,” 1677 PLI/Corp 867 (2008)

Thomas Pulsifer and Todd Flubacher discuss changes and developments in Delaware trust law at a Christiana Bank & Trust roundtable moderated by Worth Magazine.

Robert J. Dehney, Curtis S. Miller, “Covering Your Tail: Court Approves Advancement of Legal Fees to Directors and Officers under §363,” ABI Journal, Vol. XXVI, No. 5, p. 26 (June 2007)

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