On July 17, 2024, Delaware Governor John Carney signed into law the 2024 amendments to the General Corporation Law of the State of Delaware (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”), the...more
A recent decision in the US Tax Court affects limited partners and SECA – the Self Employed Contributions Act. In this case, Soroban Capital Partners LP (a hedge fund management company) was formed as a Delaware limited...more
This year’s proposed amendments to the Delaware Revised Uniform Partnership Act (Partnership Act), the Delaware Limited Liability Company Act (LLC Act), and the Delaware Revised Uniform Limited Partnership Act (LP Act)...more
On July 17, 2023, Delaware Governor John Carney signed into law the 2023 amendments to the General Corporation Law of the State of Delaware (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”), the...more
On August 1, 2022, the 2022 amendments to Delaware’s entity statutes went into effect. These included amendments to the Delaware General Corporation Law (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC...more
On July 27, 2022, Delaware Governor John Carney signed into law the 2022 amendments to the General Corporation Law of the State of Delaware (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”), the...more
Delaware recently approved amendments to three Delaware statutes, collectively known as the Alternative Entity Statutes: • the Delaware Limited Liability Company Act (LLCA) ...more
This article summarizes key amendments to the Delaware General Corporation Law (“DGCL”), Delaware Limited Liability Company Act (“DLLCA”), Delaware Revised Uniform Partnership Act (“DRUPA”) and Delaware Revised Uniform...more
The State of Delaware’s Governor John Carney recently signed into law the 2021 amendments to Delaware’s entity statutes. These included amendments to the Delaware General Corporation Law (the “DGCL”), the Delaware Limited...more
The recent Delaware Supreme Court case of Murfey v. WHC Ventures, LLC serves as a reminder that limited partnerships are contractual in nature and therefore in a books and records demand, legal standards applicable to...more
The State of Delaware typically amends its entity statutes annually to ensure that the statutes are state of the art and most effectively meet the needs of the changing business community. Consistent with this practice,...more
The State of Delaware’s Governor John Carney recently signed into law the 2020 amendments to Delaware’s entity statutes. These included amendments to the Delaware General Corporation Law (the “DGCL”), the Delaware Limited...more
Greenhouse v. Polychain Fund I LP, C.A. No. 2018-0214-JRS (Del. Ch. May 29, 2019). Seeking to inspect an entity’s books and records to value an investment typically is a proper purpose. But a plaintiff must have standing...more
In several cases since the seminal 2011 Delaware Supreme Court decision CML V LLC v. Bax, which held that creditors of Delaware LLCs lack standing to pursue derivative claims, the U.S. Bankruptcy Court for the District of...more