Alternative Entity Counseling

The 2021 edition of Chambers USA has again ranked Morris Nichols in the top tier in four Delaware practice categories.

Morris Nichols partners Tarik Haskins and Tricia Vella will speak on the “Transactional Lessons” session at the Practising Law Institute’s day-long program covering important Delaware corporate law developments over the past year and how they impact corporate or legal practice. 

Lawdragon 500 recently released its inaugural list of Leading Dealmakers in America. Six Morris Nichols partners were selected for inclusion, comprising one third of the Delaware honorees.

Morris Nichols partners Patricia Vella and Dave Harris will join the Connecticut Bar Association Business Law Section to present an overview of recent Delaware statutory changes and caselaw developments relevant to corporate, LLC and partnership attorneys.

Morris Nichols partner Lou Hering shared his insights from working with mutual fund entities as well as in the PE space.

The American Bar Association hosts the Business Law Section virtual spring meeting from April 19-23, 2021. Three Morris Nichols partners will attend the conference as committee leaders and speakers, sharing insights on alternative entities, Delaware corporate law, fiduciary duties, and special purpose acquisition companies (SPACs).

Morris Nichols partner Lou Hering will co-present the “Delaware Case Law Update” on November 13.

Morris Nichols is pleased to announce that commercial and alternative entities attorney Sara Gelsinger has been invited to become a partner of the firm, effective January 1, 2021.

Thirty-one Morris Nichols attorneys were recognized in the 2021 edition of The Best Lawyers in America. The results are based on peer-review evaluations from more than 67,000 eligible attorneys.

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”).

Morris Nichols partner David Harris authored the chapter on Delaware.

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.

In its 2020 session, the Delaware legislature passed a number of amendments to the Delaware General Corporation Law and the Delaware “alternative entity” statutes—the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act, the Delaware Revised Uniform Partnership Act and the Delaware Statutory Trust Act.

The Delaware Supreme Court recently decided the case of Murfey v. WHC Ventures, LLC, No. 294, 2019 (Del. July 13, 2020), which involved a dispute over whether the plaintiff limited partners were entitled to certain books and records under the partnership agreement in question.

If approved by the legislature and signed by the Governor, the amendments will become effective on August 1, 2019.

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.

On April 6, 2018, the Corporation Law Section of the Delaware State Bar Association approved amendments to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (the “DLLCA”), the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §§ 17-101 et seq. (the “DRULPA”), and the Delaware Revised Uniform Partnership Act, 6 Del. C. §§ 15-101 et seq. (the “DRUPA”).

The Delaware Court of Chancery opinion in Obeid v. Hogan addresses the ability of managers of a limited liability company to delegate to non-managers, illustrating the importance of careful drafting in alternative entity governance documents.

New rules for partnership tax audits (the “New Rules”) were adopted that may require changes to the governing documents of existing and future partnerships, limited liability companies and other entities taxed as partnerships for federal income tax purposes.