Our jurisdiction deskbooks offer a comprehensive scope of business entity and Uniform Commercial Code (UCC) statutes. Valued features include legislative analyses exploring the effect of new amendments, the latest case notes interpreting the law, updated fee schedules, and online access to ready-to-fill state forms.
A missed statutory amendment or an overlooked case could impact your practice. Make sure you’re working with the latest statutes, cases, forms, and fees to counsel clients and complete transactions with confidence.
Delaware Laws Governing Business Entities, Fall 2024
Lawmakers in Delaware passed new legislation in June 2024 in response to two recent Delaware Court of Chancery rulings: West Palm Beach Firefighters’ Pension Fund v. Moelis & Co., which addressed limitations on a board of directors’ ability to grant governance rights by contract, and Sjunde Ap-Fonden v. Activision Blizzard Inc., which addressed statutory requirements regarding board and stockholder approval of merger agreements. The legislation was signed by Governor John Carney in July and became effective August 1, 2024.
The new legislation sets forth certain types of provisions that may be included in contracts between a corporation and current or prospective stockholders or beneficial owners of its stock, even if those provisions are not set forth in, or referenced as a fact ascertainable in, the certificate of incorporation pursuant to Section 141(a) of the Delaware General Corporation Law (DGCL).
In Moelis, the Court of Chancery found that provisions in a stockholder agreement that required a stockholder’s approval before the corporation could take action constituted internal governance restrictions that violated Section 141(a) of the DGCL. The Court ruled that to be valid, those approval rights should have been included in the certificate of incorporation.
The legislature responded with new Section 122(18), which specifically authorizes a corporation to enter into contracts with one or more of its stockholders or beneficial owners of its stock in exchange for such minimum consideration as approved by its board of directors. It also provides a non-exclusive list of contract provisions to which a corporation may agree.
In Activision, the Court ruled that a draft agreement of the company’s acquisition by Microsoft® approved by Activision’s board of directors failed to comply with the DGCL’s statutory requirements governing mergers.
In response, Delaware lawmakers added several new provisions to the DGCL. New Section 147 allows a board of directors to approve any agreement, instrument, or document, if at the time of board approval, all of the material terms are either set forth in the agreement or are determinable through other information presented to or known by the board.
Under new Section 268(a), if a merger agreement provides that all of the constituent corporation’s shares of capital stock issued and outstanding immediately before the effective time of a merger are to be converted into or exchanged for cash, property, rights, or securities (other than stock of the surviving corporation), then the board-approved agreement doesn’t need to include any provision regarding the surviving corporation’s certificate of incorporation to be considered to be in final or “substantially final” form.
New Section 268(b) provides that a disclosure letter, disclosure schedule, or any similar document delivered with the merger agreement that modifies, qualifies, supplements, or makes exceptions to the representations, warranties, covenants, or conditions in the agreement aren’t deemed part of the agreement for DGCL purposes (unless otherwise expressly provided by the agreement).
Finally, Section 232 was amended to add a new subsection (g) providing that information in any document included with or attached to a notice to stockholders is considered to be part of the notice for purposes of compliance with the DGCL’s notice procedures.
The new provisions and other legislative changes are captured in the Fall 2024 edition of CSC’s Delaware Laws Governing Business Entities Annotated. The Fall 2024 edition is current through Chapter 319 of the 152nd General Assembly, with over two dozen sections added to the DGCL or amended since the Spring 2024 edition, including new provisions concerning merger of a partnership or LP, pass-through voting for statutory trusts, and revocation of termination of a protected series or dissolution of a registered series or LLC.
In-depth legal analyses by noted Delaware attorneys Michael P. Maxwell, Matthew J. O’Toole, and Alyssa G. Frank of Potter Anderson & Corroon LLP, explore the impact of the legislation coming out of the 2024 Session, while blackline amendment notes following each amended section illustrate the exact text that was added and deleted.
More than 60 new case notes from Delaware courts and courts in other jurisdictions applying Delaware business entity law have been added since the Spring 2024 edition. Volume 2 includes the full text of six significant Delaware cases focusing on the latest legal developments involving partnership agreements,
conversion, breach of fiduciary duty, forfeiture-for-competition provisions, stockholder agreements, and judicial dissolution. The Table of New Annotations lists added cases, and gray bars in the body of the book indicate where they’ve been added.
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® Store download center. A list of the forms and contact information for Delaware’s Division of Corporations can be found in the book’s appendix.
The Fall 2024 edition of Delaware Laws Governing Business Entities Annotated is available as a two-volume softbound book or as an eBook, compatible with dedicated eReader devices, computers, tablets and smartphones that use eReader software or applications. It’s also available on the LexisNexis Digital Library.
Other recent releases
Oklahoma Laws Governing Business Entities Annotated, 2024
Oklahoma lawmakers passed a new provision concerning jurisdiction over LLCs. With the change, an action against an Oklahoma LLC may be brought in the county where the entity was formed or has its principal office or place of business, where any of the members, managers, or principal officers reside, where the cause of action arose, or where a codefendant of the entity may properly be sued.
These and other changes are captured in the 2024 edition. Statutory content is current through the Second Regular Session of the 59th Oklahoma Legislature (2024), with added and amended sections listed in the Table of Sections Affected. Statutes are annotated with the latest case notes from state and federal courts interpreting the law.
Wyoming Laws Governing Business Entities Annotated, 2024
The 2024 Wyoming legislative session saw the state continuing to embrace new technology related to blockchain and digital assets, including the creation of decentralized unincorporated nonprofit associations (DUNAs), a nonprofit version of Wyoming’s decentralized autonomous organization (DAO), and allowing banks to provide custodial services for digital assets.
This 2024 edition captures these and other changes. The book features the full text of Title 17 and is annotated with the latest case notes from state and federal courts interpreting the law. Also included are five full text cases illustrating recent legal developments concerning derivative actions, prejudgment interest in arbitration, bankruptcy of LLCs, and jurisdiction of the Wyoming Chancery Court.
Louisiana Laws Governing Business Entities Annotated, 2024
Louisiana lawmakers approved amendments regarding articles of charter surrender, name changes for foreign corporations and LLCs, and judicial personalities during the latest legislative session.
These and other changes are captured in this 2024 edition, which is current through the 2024 Second Extraordinary Session of the Louisiana State Legislature. The Table of Sections Affected lists all added and amended sections and the Legislative Analysis summarizes important changes in the law.
Virginia Laws Governing Business Entities Annotated, 2024
Virginia legislators approved more than 70 amendments to the state’s business laws during the 2024 session of the Virginia Assembly, including changes that address annual reports, garnishments, service of process, as well as a new Title of the UCC regulating controllable electronic records, such as cryptocurrency and NFTs.
The changes are captured in this newest edition. A Table of Sections Affected provides a list of new and amended sections, and the Legal Analysis summarizes the changes.
Georgia Laws Governing Business Entities Annotated, 2024
Georgia lawmakers added or amended 200+ sections of the state’s business law statutes during the 2024 legislative session, including a newly enacted article of the Commercial Code regulating controllable electronic records, such as cryptocurrency and non-fungible tokens (NFTs).
All these changes are captured in the 2024 edition. Legislative Analysis provides an overview of the amendments, and changes are listed in the Table of Sections Affected.
There are 20+ new case notes and four full-text cases exploring recent legal developments regarding acquisitions, derivative actions, inspection of corporate books, and ratification.
Nevada Laws Governing Business Entities Annotated, 2024
Nevada legislators enacted 120+ changes to the state’s business entity laws during the 82nd legislative session, which have since been reviewed and revised by Nevada’s Legislative Counsel.
Changes include new provisions regarding corporate shares and securities, as well as a new article of the UCC governing controllable electronic records, such as cryptocurrency and NFTs. Expert analysis of the changes is provided by Ellen Schulhofer and Albert Kovacs of Brownstein Hyatt Farber Schreck, LLP.
The book features the latest case notes as well as five full-text cases discussing the latest developments regarding alter ego doctrine, registration and transfer of shares, shareholders, liability, and series LLCs.
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