Webinar, Wednesday, September 7, 2022
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1:00 p.m. – 2:30 p.m. Eastern |
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Topic: |
R Reviewing the 2022 Amendments to the Delaware General Corporation Law and Alternative Entity Acts from a Practitioner's Perspective |
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Presenters: |
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
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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.
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Register: |
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WGLO hosts webinars periodically throughout the year. The subjects are typically "hot topics" on current issues confronting the legal opinion bar. To date, we have been pleased to offer the following webinars to our members:
January 12, 2022
Delaware Court Gives Legal Opinion a Flunking Grade: Bandera v. Boardwalk
September 14, 2021
Reviewing the 2021 Amendments to the Delaware General Corporation Law and Alternative Entity Acts from a Practitioner's Perspective
August 31, 2021
Will Bitcoin become “money” under the UCC on September 7? UCC Article 9 and related opinion letter issues
June 22, 2021
Follow-On Legal Opinions: Advancing The Practice
March 15, 2021
Recent Opinion Developments: A Discussion of Recent Case Law Affecting Legal Opinions
January 12, 2021
How Practitioners Are Addressing Current Opinion Issues
October 7, 2020
2020 Amendments to the Delaware General Corporation Law, Delaware Limited Liability Company Act and Delaware Limited Partnership Act
August 6, 2020
Crafting Legal Opinions for Loan Amendment Transactions
July 13, 2020
VC/PE Opinions: Cutting Edge Issues in the COVID 19 Era
April 7, 2020
COVID-19: Legal Opinion Considerations
March 3, 2020
Recent Opinion Developments: A Discussion of Recent Case Law Affecting Legal Opinions, Part 2
February 25, 2020
Recent Opinion Developments: A Discussion of Recent Case Law Affecting Legal Opinions, Part 1
July 10, 2019
Reviewing the Amendments to the Delaware Revised Uniform Limited Partnership Act (2019) and to the Delaware Limited Liability Company Act (effective 2019) from a Practitioner's Perspective
June 11, 2019
Reviewing the Proposed Amendments to the Delaware General Corporation Law from a Corporate Practitioner's Perspective (2019)
April 3, 2019
Recent Court Decisions and Their Effect on Opinion Practice (Part II)
February 27, 2019
Recent Court Decisions and Their Effect on Opinion Practice (Part I)
June 05, 2018
Reviewing the Proposed Amendments to the Delaware Corporate and LLC Codes from a Practitioner’s Perspective (2018)
June 13, 2017
Reviewing the Proposed Amendments to the Delaware Code from a Corporate Practitioner’s Perspective (2017)
February 22, 2017
The Hague Securities Convention and Opinion Issues
June 8, 2016
Reviewing the Proposed Amendments to the Delaware Code from a Corporate Practitioner’s Perspective (2016)
April 11, 2016
New European Bail In Rules and their Impact on U.S. Law Governed Documentation for Affected Institutions
December 2, 2015
Key Takeaways from the Report on Cross-Border Closing Opinions of U.S. Counsel
June 17, 2015
Opinion Issues related to the Proposed Amendments to the Delaware General Corporation Law
February 25, 2015
Closing Opinions on Series Entities
May 11, 2010
Teaching Lawyers the Basic Ideas of Customary Practice
May 11, 2010
Ethical Considerations in Opinion Giving
October 20, 2009
Defense of an Opinion Claim
October 20, 2009
Teaching Lawyers How to Deal with Facts in 3rd Party Opinions
CLE Credit is awarded only for live participation in WGLO's webinars.
No credit will be issued by WGLO for any instance of the recordings.