Delaware Laws Governing Business Entities

Delaware legislators enacted a number of amendments to the state’s business laws in 2019, including substantive changes to the DGCL and the alternative entity statutes that establish non-exclusive safe-harbor methods to reduce certain acts or transactions to a written or electronic document and to sign and deliver a document manually or electronically. 

The changes define the terms “document” and “electronic signature,” and permit corporate transactions (such as entering into an agreement of merger not filed with the Secretary of State, voting agreements among stockholders, and statutory voting trusts) to be documented, signed and delivered through “Docusign” and similar electronic means.

These safe harbor provisions apply solely for purposes of determining whether an act or transaction has been documented, and whether a document has been signed and delivered, in accordance with the DGCL or alternative entity statutes, and the entity’s organizational documents.

Other 2019 changes to Delaware’s business statutes address registered agent resignations, action by unanimous consent of directors, stockholder or member consents, notices to stockholders, mergers and consolidations, and appraisal rights.

These and other changes are captured in the Fall 2019 Edition of Delaware Laws Governing Business Entities Annotated. In-depth analysis of the changes, as well as changes to the state’s General Corporation Law and partnership laws, are provided by CSCPublishing’s Senior Legal Advisor Matthew O’Toole of the Delaware firm Potter, Anderson & Corroon LLP.

Fall 2019

The Fall 2019 Edition of Delaware Laws Governing Business Entities is updated through Chapter 210 of Volume 82 of the Laws of Delaware (150th General Assembly). The Table of Sections Affected lists legislative changes, and Blackline Amendment notes in the statutory content clearly indicate the changes made.

Also included are over 130 new case notes from Delaware state courts and from courts in other jurisdictions applying Delaware business entity law, as well as five new full text cases in Volume 2 focusing on the latest legal developments concerning management of an LLC, inspection of records, determination of fair market value, stock purchase agreements, and notice to shareholders prior to merger. A Table of New Annotations lists added cases, and gray bars in the body of the book indicate where they have been inserted.

Discussion of Delaware’s CCLD

In this Fall 2019 edition, Delaware attorneys John A. Sensing and Christopher N. Kelly of Potter Anderson & Corroon LLP in Delaware provide an overview of the Complex Commercial Litigation Division (CCLD) of the Delaware Superior Court.

The CCLD was created in 2010 to handle complex business disputes, including matters not falling within the jurisdiction of the Delaware Court of Chancery. Commercial, business and other designated cases may be assigned to the CCLD when the controversy amount is one million dollars or greater, the case involves an exclusive choice of court agreement, or the case is designated by the President Judge for assignment as a CCLD case.

“Since its establishment, the CCLD has attracted many insurance coverage cases, including in the area of directors and officers (“D&O”) insurance coverage disputes,” the authors note. “Additionally, the CCLD is deciding an increasing number of business acquisition disputes, along with trade secret and other business tort cases.”

A comprehensive resource

CSCPublishing releases Delaware Laws Governing Business Entitiesits flagship publication—twice a year to ensure that practitioners are working with the most up-to-date statutory information and have access to the very latest case law. Unique features such as the legislative analysis and special commentary in this Fall edition provide additional resources and valuable insight for legal professionals working with Delaware entities.

A comprehensive fee table in Volume 1 helps businesses calculate annual franchise taxes and other related entity fees, while Volume 2 contains the helpful “Guidelines for Persons Litigating in the Court of Chancery.” There is also a companion CD-ROM with more than 150 forms related to business law in Delaware. Starting with the Fall 2019 Edition, readers can now also access these forms via an online database.

The Fall 2019 Edition of Delaware Laws Governing Business Entities is available as a two-volume softbound book or as an ebook, compatible with dedicated e-reader devices, computers, tablets and smartphones that use e-reader software or applications. It is also available on the LexisNexis Digital Library.

Another essential resource for Delaware corporate law:

Symonds & O’Toole on Delaware Limited Liability Companies, Second Edition

More Delaware limited liability companies are formed each year than any other Delaware business entity. Symonds & O’Toole on Delaware Limited Liability Companies—referred to in a Delaware Court of Chancery decision as “the leading Delaware LLC treatise”—offers workable solutions for even the most complex transactions and practical insight into case law interpreting the statute, to help practitioners provide the best possible representation and advice to clients looking to make the most of their Delaware LLCs.

Co-author Matthew J. O’Toole is a partner, and co-author Robert L. Symonds, Jr. is a retired partner, at Potter Anderson & Corroon LLP in Wilmington Delaware. Mr. Symonds is one of the original drafters of the Delaware Limited Liability Company Act. Mr. O’Toole is the current chair, and Mr. Symonds is the former chair, of the Delaware State Bar Association committee responsible for proposing amendments to that statute and to Delaware’s limited partnership and general partnership laws.

To learn more about Delaware Laws Governing Business Entities Annotated and Symonds & O’Toole on Delaware Limited Liability Companies, call 1.800.533.1637 or visit us online at www.lexisnexis.com/csc.

Amendments to Delaware’s business law permit electronic signatures and delivery of business documents