Delaware's Business Entity Laws and Recent Judicial Decisions: Here's What to Watch

 Eric Geringswald | CSC

Delaware Laws Governing Business Entities Annotated

Business attorneys working with Delaware entities need to know about recent court decisions that could impact their transactions or litigation. The Spring 2023 edition of CSC's Delaware Laws Governing Business Entities Annotated includes more than 90 new case notes from Delaware state courts and from courts in other jurisdictions applying Delaware business entity law.

Volume 2 includes the full text of six significant Delaware cases addressing the latest legal developments concerning deadlock, the fiduciary duties of loyalty and oversight, proxies, stockholder approval, and withdrawal of LLC members. The Table of New Annotations lists newly added cases and gray bars in the body of the book indicate where they’ve been inserted.

This latest edition is updated through Act Chapter 5 of the 152nd General Assembly, and the Rules of the Court of Chancery have been updated through March 1, 2023. A comprehensive Fee Schedule provides up-to-date information for calculating annual franchise taxes and other related business entity fees. The book also 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 Bookstore 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 Spring 2023 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’s also available on the LexisNexis Digital Library.

More resources for Delaware business entity law

Voss of Delaware Contract Law

Delaware contract law frequently governs the formation, interpretation, and enforcement of high-stakes commercial agreements throughout the United States; it also underpins the nation’s predominant corporation and business entities laws.

Citing more than 3,250 authorities spanning more than 100 years, Voss on Delaware Contract Law provides an unprecedented review of that immense body of law.

Transactional attorneys and litigators will benefit from easy access to thousands of thoughtfully selected and organized quotations of cases, statutes, and rules, as well as harder-to-find court orders and transcripts, covering subjects from contract interpretation to contract-related torts, remedies, and comparative law. To further streamline research, this resource contains an innovative “Contract Typology” section, which surveys authorities by type of contract, clause, and phrase, to help identify type-specific considerations and interpretations pertinent to contract drafting and dispute resolution.

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 a past 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, Voss on Delaware Contract Law, and Symonds & O’Toole on Delaware Limited Liability Companies, call 1.800.533.1637 or visit us online at www.lexisnexis.com/csc.