On August 1st, the 2025 amendments to Delaware’s entity statutes went into effect. These include amendments to the Delaware General Corporation Law (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”), the...more
8/13/2025
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Limited Partnerships ,
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New Legislation ,
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On April 30, 2025, Governor Tim Walz signed H.F. No. 747 into law. H.F. No. 747 amends several provisions of the Minnesota Business Corporation Act (Chapter 302A of the Minnesota Statutes)....more
7/31/2025
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On August 1, 2024, the 2024 amendments to Delaware’s entity statutes went into effect. These include amendments to the Delaware General Corporation Law (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”),...more
8/8/2024
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Delaware General Corporation Law ,
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General Partnerships ,
Limited Liability Company (LLC) ,
Limited Partnerships ,
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Revocation ,
Shareholders ,
Shareholders' Agreements
On August 1, 2022, the 2022 amendments to Delaware’s entity statutes went into effect. These included amendments to the Delaware General Corporation Law (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC...more
The State of Delaware’s Governor John Carney recently signed into law the 2021 amendments to Delaware’s entity statutes. These included amendments to the Delaware General Corporation Law (the “DGCL”), the Delaware Limited...more
The State of Delaware typically amends its entity statutes annually to ensure that the statutes are state of the art and most effectively meet the needs of the changing business community. Consistent with this practice,...more
The State of Delaware’s Governor John Carney recently signed into law the 2020 amendments to Delaware’s entity statutes. These included amendments to the Delaware General Corporation Law (the “DGCL”), the Delaware Limited...more
2018’s landmark decision Akorn, Inc. v. Fresenius Kabi AG marked the first time that the Chancery Court upheld a buyer’s use of a Material Adverse Effect (MAE) clause to terminate a merger agreement. However, the Court’s...more
1/13/2020
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Contract Termination ,
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Food and Drug Administration (FDA) ,
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Material Adverse Change Clauses (MACs) ,
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Merger Agreements ,
Mergers ,
Pre-Market Notification ,
Representations and Warranties
On December 26, 2018, the SEC filed a cease-and-desist order and fined ADT Inc. (“ADT”) $100,000 for its use of non-GAAP financial measures without giving equal or greater prominence to the comparable GAAP financial measures....more