Recent changes to the Delaware Limited Liability Act (the “Act”) will require modification to Lenders’ forms of loan documentation, at least as they relate to loans to Delaware LLCs. The Act was amended effective as of August...more
To maintain its national preeminence, the Delaware Legislature recently amended the State's Limited Liability Company Statute to grant Delaware LLCs a right which will be of concern to lenders. It amended its LLC law to...more
California Corporations Code Section 603(a) broadly authorizes shareholder action by written consent...more
Earlier this week, I wrote about a proposed amendment to Section 228 of the Delaware General Corporation Law. The amendment, which is proposed by The Corporate Council of the Corporation Law Section of the Delaware State...more
A quarter century ago, I wrote a brief piece criticizing how Delaware handled stockholder action by written consent...more
I enjoyed participating in the “Hot Issues For Your Annual Meeting” webcast yesterday. My comments were largely focused on California and Nevada corporate law. Roxanne Houtman of Potter Anderson Corroon LLP covered Delaware...more
Corporations are operated by humans, at least until the rise of Skynet (infamous as a primary antagonist in the Terminator movie franchise). As humans are prone to err, corporate acts may also be executed in error. In 2014,...more
Preferred stock issuances by Delaware corporations are often effected through a board’s “blank check” power contained in a company’s certificate of incorporation and permitted by Section 151(a) of the Delaware General...more
Earlier this month, several significant amendments to the Delaware General Corporation Law (the DGCL) were approved. These amendments are substantially the same as the amendments originally proposed in April 2014 and will...more
On April 17, the Corporation Law Section of the Delaware State Bar Association proposed amending the Delaware General Corporation Law, 8 Del. C. §§ 1-101, et seq. (the DGCL). If the proposed legislation is enacted, the...more
Recently, I wrote about a proposal to amend Section 141(f) of the Delaware General Corporation Law to permit inchoate directors to take action by written consent. The Corporation Law Section of the Delaware State Bar is...more