Montana lawmakers approved new provisions for shareholder meetings during its 2021 legislative session in response to the continuing COVID-19 pandemic. Montana entities can amend or repeal bylaws that...
Missouri business attorneys and their staff at small and large law firms have a new resource to help them conduct research more effectively, complete transactions more efficiently, and advise clients with...
“In the twenty-odd years I have been a judicial officer in [the Delaware Court of] Chancery, the docket has moved in the direction of contractual disputes and what were once quaintly called alternative...
Arizona Business Laws 2021
Arizona lawmakers amended or added more than 30 sections during the state’s 2021 legislative session. Those changes have been captured in the 2022 edition of Arizona...
California Corporations Code
California’s state legislature enacted or amended more than 40 sections in the Corporations Code and related codes, including new powers for corporate entities in an...
The Delaware General Assembly enacted new legislation during the 2021 session that allows members, managers, and partners (i.e. principals) of LLCs or partnerships, as the case may be, to delegate rights, powers, or duties to someone else, even if such principal has a conflict of interest. The change creates a rule different from the one applied by the Delaware Court of Chancery in Wenske v. Bluebell Creameries, Inc., which held that a principal can’t delegate their authority if they have a conflict of interest in the issue under consideration, even if the delegate is independent. The amendment became effective August 1, 2021.
Other 2021 changes to Delaware’s business entity statutes include the following:
These and other changes are captured in the Fall 2021 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 LLC and partnership laws, are provided by CSCPublishing’s Senior Legal Advisor Matthew O’Toole and his partner Michael Maxwell of the Delaware law firm Potter, Anderson & Corroon LLP.
The Fall 2021 Edition is updated through Act Chapter 86 of the 151st General Assembly. Blackline Amendment Notes indicate clearly how legislation has changed. The Table of Sections Affected lists legislative changes, and Blackline Amendment notes in the statutory content clearly indicate the changes made. The Rules of the Court of Chancery have also been updated through August 2021.
There are more than 80 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 board members, bankruptcy, derivative claims, the collective entity doctrine, and reverse veil-piercing. A Table of New Annotations lists added cases, and gray bars in the body of the book indicate where they have been inserted.
A comprehensive resource
CSCPublishing releases Delaware Laws Governing Business Entities—its 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 provides up-to-date information for calculating annual franchise taxes and other related entity fees, while Volume 2 contains the helpful “Guidelines for Persons Litigating in the Court of Chancery.”
The book includes online access to more than 150 forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all business entity types in Delaware via the LexisNexis Online Download Center. A listing of the forms and contact information for Delaware’s Division of Corporations can be found in the book’s appendix.
The Fall 2021 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.