What the Delaware McDonald's Decision Means for Corporate Officers and Compliance Programs
One Month to a More Effective Compliance Program with Boards - Day 1 - Legal Requirements of the Board Regarding Compliance
Nonprofit Quick Tips: Secretary of State Filings in California and Delaware
Compliance into the Weeds - McDonald’s and Duty of Corporate Officer Oversight
A Compliance Officer Turned Board Member's Advice
The Patent Trial and Appeal Board instituted an inter partes review over patent owner’s objections that the petition did not timely identify all real parties-in-interest (RPI) and was filed by a phantom legal entity after...more
California's Revised Uniform Limited Liability Company Act provides "The law of the state . . . under which a foreign limited liability company is formed governs all of the following: The organization of the limited liability...more
Delaware remains the most popular jurisdiction for the domestic formation of private equity and venture capital funds (a “Fund”) as either a limited partnership or limited liability company. In fact, 54.8% of the deals...more
As you know from our prior alerts, creditors of borrowers formed as Delaware LLCs (as opposed to corporations) lack standing under Delaware law to sue directors for breaching fiduciary duties even when, to the surprise of...more
In early February, a Delaware bankruptcy judge set new precedent by granting a creditors’ committee derivative standing to pursue breach of fiduciary duty claims against a Delaware LLC’s members and officers. At least three...more
Sunder Energy, LLC recently sought to enforce a non-compete agreement against its former head of sales in the Delaware Court of Chancery. Sunder Energy, LLC v. Jackson, 2023 WL 8166517. Vice Chancellor J. Travis Laster...more
Knowledge is power, they say. In the context of a Delaware limited liability company (“LLC”), knowledge about the company’s finances, governance, operations, and affairs is found in the company’s books and records. But...more
The California State Teachers’ Retirement System ("CalSTRS"), formed two Delaware limited liability companies for the purpose of purchasing and holding title to two investment properties in Alameda County, California. ...more
Limited Liability Companies (“LLC”) are a familiar structuring tool for US managers and investors, and the introduction of the Jersey LLC is part of a strategy by the jurisdiction to increase its appeal to the US market. ...more
Creditors of distressed businesses are often frustrated by shareholder- controlled boards when directors pursue strategies that appear to be designed to benefit shareholders at the creditors' expense. In these...more
The Court of Chancery recently concluded that a member of a Delaware LLC could reach an implied contractual agreement to withdraw as a member of the LLC, even if the LLC does not have a written operating agreement....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
A common surprise for a new Delaware startup’s management team is the Delaware Franchise Tax. A management team often receives a letter informing it that its new corporation owes thousands of dollars in taxes and often is not...more
A company “flip” has become a ubiquitous method of accessing the U.S. markets, whether for fundraising or commercial growth. A “flip” involves formation of a corporation in the United States, typically a Delaware corporation...more
On June 30, Delaware Governor John Carney signed into law the 2021 amendments to the General Corporation Law of the State of Delaware (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”), the Delaware...more
Certain amendments to the Delaware Limited Liability Company Act (DLLCA), the Delaware Revised Uniform Limited Partnership Act (DRULPA), the Delaware Revised Uniform Partnership Act (DRUPA) and the Delaware General...more
Recent decisions and court commentary suggest that a creditors’ committee appointed in a Chapter 11 case should take immediate action to ensure that its rights to pursue derivative standing are preserved, particularly when...more
The firm’s corporate governance practice is pleased to present the 2020 Delaware Corporate Law and Litigation Year in Review, which highlights the recent Delaware law developments that will be of most interest to our clients....more