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Contract Drafting Delaware General Corporation Law Contract Terms

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Delaware Chancery Court Addresses the Seller’s Preservation of Privilege Post-Closing

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Preserving privilege with respect to pre-closing communications between a selling corporation’s counsel and its management is an important negotiation point in many transactions, so that the seller can prevent the buyer from...more

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The Dangers of Copy and Paste: Using Corporate Statutory Language in an LLC May Result in Unintended Consequences

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Limited liability companies (LLCs) are famously referred to as “creatures of contract”, whereas the governance of a corporation is comparatively fixed by statute. When forming an LLC, the members have broad discretion to...more

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Newly Passed Delaware LLC and LP Law Amendments Require Attention to Various Contractual Arrangements

Effective August 1, 2018, Delaware amended the Delaware Revised Uniform Limited Partnership Act (LP Act) and the Delaware Limited Liability Company Act (LLC Act) to, among other things: (i) add a provision permitting the...more

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