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Delaware legislature makes important changes to business entity laws

de-business-entity-lawsDelaware’s General Assembly passed significant amendments to the state’s business laws during its 2016 session:

Corporations: The 2016 statutory revisions to the DGCL address topics including the subject matter jurisdiction of the Delaware Court of Chancery, quorum and voting requirements for board committees and subcommittees, stock certificates, mergers, appraisal rights, and restoration and revival of a certificate of incorporation.

Limited Partnerships: Among the provisions of the Delaware Revised Uniform Limited Partnership Act that have been amended are those concerning service of process upon a series of a limited partnership, other series matters, and the manner in which partners may take action.

Limited Liability Companies: Amendments to Delaware’s LLC statute include service of process upon a series of a limited liability company, other series matters, the manner in which members and managers may take action, the admission of an assignee as a member, and the continued membership of a member.

Statutory Trusts: Amendments to the Delaware Statutory Trust Act include addressing a statutory trust’s status as a separate legal entity and due formation, series matters, irrevocable delegations of rights and powers, irrevocable proxies, fiduciary duties of trustees, revocation of dissolution, and information access rights.

UCC: The general definition section of Article 1 of Delaware’s Uniform Commercial Code has been amended to include a statutory trust within the definition of “person.”

These changes are all captured in the Fall 2016 Edition of Delaware Laws Governing Business Entities, the most comprehensive collection of annotated Delaware business entity statutes available.

The 2016 Edition is updated through the June 2016 Session of the 148th General Assembly, with over 35 amended statutes through August 23, 2016. Legislative changes are listed in the Table of Sections Affected, while Blackline Amendment notes in the book indicate where information has been added or deleted. In-depth legal analyses written by CSC®Publishing’s Senior Legal Advisors and Delaware attorneys Matthew O’Toole and Robert Symonds offer insight regarding the impact of this year’s new laws.

The 2016 Fall Edition captures over 90 new case annotations from Delaware state courts and from courts in other jurisdictions, as well as five full-text cases focusing on the latest legal developments regarding personal jurisdiction over directors, registration of foreign corporations, mergers, negligent misrepresentation and stock appraisal.

Other resources include a companion CD-ROM containing Delaware forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all entity types, as well as “Guidelines for Persons Litigating in the Court of Chancery.”

The Fall 2016 Edition of Delaware Laws Governing Business Entities is available as a 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.

To learn more about the 2016 Fall Edition of Delaware Laws Governing Business Entities, call 1.800.533.1637 or visit us online at