WGLO Webinars

Tarik Haskins, Morris Nichols, Arsht & Tunnell, LLP, Wilmington
Jim Honaker, Morris Nichols, Arsht & Tunnell, LLP, Wilmington
John Mark Zeberkiewicz, Richards, Layton & Finger, P.A., Wilmington

This webinar will discuss the 2022 amendments to the Delaware General Corporation Law (the “DGCL”), the Delaware Statutory Trust Act (the “DSTA”), the Delaware Limited Liability Company Act (“LLC Act”), the Delaware Revised Uniform Limited Partnership Act (“LP Act”) and Delaware Revised Uniform Partnership Act (“GP Act”).

The webinar will be held on Wednesday, September 7, 2022 from 1:00-2:30 p.m. (Eastern Time).

With respect to the DGCL, the panel will focus on amendments:

• enabling corporations to adopt charter provisions exculpating officers for breach of fiduciary duty
• harmonizing the provisions governing the issuance of stock, on the one hand, and options and rights to acquire stock, on the other
• reducing the stockholder vote required to effect a conversion of a Delaware corporation to another entity and providing appraisal rights in connection with conversions
• providing flexibility to non-U.S. entities domesticating to Delaware as a corporation to effect corporate acts in connection with a plan of domestication
• allowing beneficial owners to make appraisal demands in their own name
• updating the provisions governing meetings of stockholders, including by dispensing with the need to make the stocklist available and adding procedures to address the adjournment of virtual meetings

With respect to the DSTA, the panel will address the amendments:

• adding a control beneficial interest acquisition provision to the DSTA
• providing a safe harbor procedure for ratifying void or voidable acts or transactions taken by a statutory trust
• clarifying default inspection rights of beneficial owners of a statutory
• permitting electronic signatures on certificates evidencing beneficial interests in statutory trusts
• clarifying the delegation powers of a trustee

With respect to the LLC Act, the LP Act and the GP Act, the panel will review amendments:

• confirming the permitted methods to execute certificates of limited liability company interests and partnership interests
• clarifying the timing of a signatory’s oath or affirmation of facts stated in instruments filed with the Delaware Secretary of State
• providing clarification on the timing of when requisite approvals are required to be obtained with respect to conversions and domestications
• confirming that protected and registered series of a Delaware LLC or LP are bound by the limited liability company agreement or partnership agreement whether or not such series executes such agreement
• confirming that the limited liability company agreement or partnership agreement may include or incorporate multiple documents that govern the entity’s business and affairs
• clarifying the effects on protected and registered series in connection with the revival of a cancelled entity
• updating certain procedures relating to service of process upon the manager or liquidating trustee of a limited liability company

The panelists will focus on distinctions in the rules governing different entity forms and the implications on opinion practice.