2021 Delaware Entity Statutory Amendments | Dorsey & Whitney LLP jdsupra.com - get the latest breaking news, showbiz & celebrity photos, sport news & rumours, viral videos and top stories from jdsupra.com Daily Mail and Mail on Sunday newspapers.
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Recent decisions and court commentary suggest that a creditors’ committee appointed in a Chapter 11 case should take immediate action to ensure that its rights to pursue derivative standing are preserved, particularly when the debtor is a limited liability company.
Introduction
This issue recently arose again in the Chapter 11 cases of The Collected Group, LLC and certain of its affiliates (together, Collected), filed in the United States Bankruptcy Court for the District of Delaware (the Court). During the first day hearing on Collected’s motion to approve debtor-in-possession financing, Judge Silverstein
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When parties consider an M&A transaction involving a merger, a factor that is top of mind for counsel is complying with the statutory appraisal procedures afforded to holders of equity in the merging entity who do not consent to the transaction – particularly where it is expected that a portion of the shareholder base will not approve of the transaction. Section 262 of the Delaware General Corporation Law protects shareholders of Delaware corporations who do not consent to a merger by providing for statutory appraisal rights, unless the shareholders have otherwise waived or “opted out” of these protections. Statutory appraisal rights entitle dissenting shareholders who comply with the statutory requirements to file a petition in the Delaware Court of Chancery demanding a determination of the fair value of their stock. Many other states, including California, New York, and Minnesota, have adopted statutes providing fo
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