Plan of Mergerhas the meaning set forth in Section 2.2. Agreement and Plan of Mergerhas the meaning set forth in the first recital above. Second Mergerhas the meaning set forth in the Recitals. Delaware LLC Actmeans the Delaware Limited Liability Company Act. ...
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”), the Delaware Revised Uniform Limited Partnership Act (the ...
Parties conducting a merger of a Delaware LLC, however, operate under a different set of default rules. Section 18-210 of the Delaware Limited Liability Company Act states that there are no statutory appraisal rights afforded to dissenting members in a merger of a Delaware LLC. Instead, the De...
Delaware LP Act Delaware LLC Division Corporate Reorganization Amalgamating Corporations Reorganization Plan Delaware Bank Articles of Amalgamation Delaware Business Trust Act Certificate of Amalgamation Restated Certificate of Incorporation Articles of Organization State of Incorporation Merger Company Merger Articles...
This was the first decision in Delaware Chancery Court ordering a party to complete a merger or stock purchase after its debt financing had already expired. We represent NantCell, Inc. and Altor BioScience, LLC in litigation arising from NantCell’s acquisition by merger of Altor, a ...
Company Act (the “LLC Act”), the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”), the Delaware Revised Uniform Partnership Act (the “DRUPA” and together with the LLC Act and the DRULPA, the “Alt Entity Acts”) and the Delaware Statutory Trust Act (the “DSTA”)....
Divisive Merger Provisions under Delaware Law By Brett Melson Monday, July 24, 2023 Under new provisions, limited liability companies and limited partnerships can develop a plan to divide the business and its assets and liabilities among two or more newly-created entities, with each business ...
Currently, mergers and other transactions that can reach the same result as a conversion require only majority approval; however, a conversion of a corporation to another entity (e.g., to an LLC or LP) requires unanimity. The new provisions harmonize these transactions, lowering the conversion ...
Opportunities LLC v. Lee Enterprises, Inc., 2022 WL 453607, at *9 (Del. Ch. Feb. 14, 2022). 2 conclusion that the bylaws were adopted on an "overcast" rather than a "clear" day. But enhanced scrutiny does not apply to facial challenges, and the trial court's standard is unworkable...
For the new regulation of LLCs (société à responsabilité limitée or SRL), see especially book 5 (Art. 5:1 et seq.) of the mentioned Act. For detailed comparative references on the above subtypes and the legislative evolution process, cf. Fleischer (2014), pp 1088–1089; Portale (...