Contract Drafting, Delaware General Corporation Law

Court’s Decision in High Stakes Case Cuts Through the “Fog of Dueling ‘Notwithstanding’ Clauses”

Farrell Fritz, P.C. on 4/14/2025

In a post I wrote about a dozen years ago, I quoted Ken Adams, blogger and author of A Manual of Style for Contract Drafting, who, commenting on the oft-used contract clause, “Notwithstanding anything to the contrary in this...more

Delaware Chancery Court Addresses the Seller’s Preservation of Privilege Post-Closing

White and Williams LLP on 6/19/2019

Preserving privilege with respect to pre-closing communications between a selling corporation’s counsel and its management is an important negotiation point in many transactions, so that the seller can prevent the buyer from...more

The Dangers of Copy and Paste: Using Corporate Statutory Language in an LLC May Result in Unintended Consequences

White and Williams LLP on 5/22/2019

Limited liability companies (LLCs) are famously referred to as “creatures of contract”, whereas the governance of a corporation is comparatively fixed by statute. When forming an LLC, the members have broad discretion to...more

Newly Passed Delaware LLC and LP Law Amendments Require Attention to Various Contractual Arrangements

White and Williams LLP on 8/8/2018

Effective August 1, 2018, Delaware amended the Delaware Revised Uniform Limited Partnership Act (LP Act) and the Delaware Limited Liability Company Act (LLC Act) to, among other things: (i) add a provision permitting the...more

Fee Advancement Considerations Arise From Recent Delaware and Third Circuit Decisions

Katten Muchin Rosenman LLP on 7/21/2015

Recent decisions by the US Court of Appeals for the Third Circuit and the Delaware Court of Chancery have raised important issues regarding fee advancement bylaws or policies of Delaware corporations. Please see full...more

Are Delaware Directors Deathless?

Allen Matkins on 6/24/2015

I’ve noticed that the drafters of corporate laws seemed to have overlooked the mortality of directors. Section 141(b) of the Delaware General Corporation Law, for example, prescribes the term of directors as follows...more