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Substantial changes to Delaware’s corporate law

Delaware’s General Assembly enacted significant changes to its corporation laws during the latest session, including new legislation that prohibits fee-shifting provisions, allows for forum selection provisions, and creates a fast-track arbitration option for dispute resolution.

DE-corporate-law-2015Lawmakers approved legislation that prohibits Delaware corporations from including provisions in their certificates of incorporation or bylaws that would require stockholder claimants to bear the costs of unsuccessful internal corporate claims. Lawmakers also endorsed the use of exclusive forum clauses, which will allow companies to designate Delaware as the required forum to resolve internal corporate claims.

Another significant addition is the Delaware Rapid Arbitration Act, which provides Delaware businesses around the world with a fast-track arbitration option to resolve business disputes. The Act sets time limits on the arbitration process in order to help reduce the time and money spent on litigation or traditional arbitration.  The Act offers the ability to have disputes resolved promptly and cost-effectively, with the parties foregoing comprehensive (and therefore costly and time-consuming) pre-hearing evidence gathering in exchange for a prompt resolution of their dispute.

The General Assembly also approved amendments to the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act and the Delaware Revised Uniform Partnership Act which, among other things:  confirm that statutory provisions addressing  the irrevocability of  powers of attorney apply also to proxies; confirm a member’s or manager’s (in the case of an LLC) or general partner’s (in the case of a partnership) irrevocable delegation of rights and powers; eliminate (in the case of LLCs and LPs) default class or group voting requirements; and confirm that the Delaware Secretary of State can issue public records in the form of  photocopies or electronic image copies.

Delaware Laws Governing Business Entities, Fall 2015 Edition

These statutory changes and others are captured in the Fall 2015 Edition of Delaware Laws Governing Business Entities. Published by CSC®Publishing in collaboration with LexisNexis, this resource is the most comprehensive collection of annotated Delaware business statutes available.

The Fall 2015 Edition is updated through the legislative session of the 148th General Assembly ending June 30, 2015, with updates to the Chancery Court rules through August 21, 2015. The book’s Table of Sections Affected provides an overview of legislative changes, and Blackline Amendment notes clearly indicate how the laws have changed.

The new edition includes 65 new case notes from Delaware state courts and from courts in other jurisdictions applying Delaware business entity law. The Table of New Annotations lists the new cases that have been added, and gray bars in the body of the book indicate where new cases have been inserted. In addition, the “Guidelines for Persons Litigating in the Court of Chancery” have been included as an additional resource for practitioners, corporate counsel and support staff.

The set includes a CD-ROM with a comprehensive collection of over 150 forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all entity types in Delaware. A listing of the forms and contact information for Delaware can be found in the book’s appendix.

Delaware Laws Governing Business Entities is available as a two-volume set of softbound book or as an ebook set, 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 Fall 2015 Edition of Delaware Laws Governing Business Entities, call 1.800.533.1637 or visit us online at



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