Insights Archive

UPDATES for 2011- How to take advantage of Delaware’s directed trusts statute and other attractive Delaware statutes, Delaware creditor protections, Delaware dynasty trusts, Delaware Chancery Court supervision, and considerations when changing a trust situs to Delaware.

Louis G. Hering, “2011 Amendments to Delaware’s General Corporation Law and Alternative Entity Statutes,” BNA’s Corporate Counsel Weekly, Vol. 26, No. 32 (Aug. 17, 2011)

J. Zachary Haupt, “If You’re Incorporated in Delaware, You Can Be Sued in Delaware, Federal Judge Says,” Del. Bus. Ct. Insider (June 29, 2011)

Rick Alexander and Daniel Matthews authored “The Multi-Jurisdictional Stockholder Litigation Problem and the Forum Selection Solution,” published in the May 11, 2011 issue (Vol. 26, No. 19) of BNA’s Corporate Counsel Weekly.

David A. Harris, Louis G. Hering, “2011 Summary of Delaware Case Law Relating to Alternative Entities,” 2011 Annual Meeting of ABA, Section of Business Law (Feb. 21, 2011)

Morris Nichols' Todd Flubacher and PNC Wealth Management vice president Ann Marie Levin authored Put Decanting to Work to Give Breath to Trust Purpose featured in the January 2011 edition of Estate Planning Magazine that examines one of the most significant advancements in modern personal trust law: the enactment of state decanting statutes that specially authorize trustees to effectively amend the provisions of irrevocable trusts...

John P. DiTomo and A. Gilchrist Sparks III, “The Short-term vs. Long-term Dilemma,” Ch. 6, Corporate Governance 2011, Practising Law Institute (2011)

Trusts, Estates & Tax Group partner Todd Flubacher authored ”The Trustee’s Role in Directed Trusts” featured in the December 2010 edition of Trusts & Estates Magazine.  David A. Diamond, head of J.P. Morgan Trust Company of Delaware, co-authored.

Todd Flubacher, ACTEC Fellow and partner in Morris Nichols’ Trusts, Estates and Tax Group and associate Randy Herndon authored Delaware Asset Protection Trusts and Creditors’ Rights featured in the September 2010 edition of Estate Planning Magazine that answers the question:  How is a settlor who creates a trust in which he or she retains the right to receive distributions better off creating the trust as a Delaware asset protection trust (DAPT) than as a trust in another jurisdiction that does not provide creditor protection to a settlor?

Michael Houghton, Morris Nichols banking, regulatory and Commercial Law Counseling Group partner and Best Lawyers 2009 Banking Lawyer of the Year, and Commercial Law Counseling Group associate Brenda Mayrack, authored Delaware Makes Significant Changes to Its Unclaimed Property Statute, published in the July 28, 2010 issue (Vol. 25, No. 29) of BNA’s Corporate Counsel Weekly. 

Trusts, Estates & Tax Group and Commercial Law Counseling Group partner Todd Flubacher authored Planning to Avoid Pitfalls - Asset Protection Trusts Thirteen Years After Enactment featured in the Winter 2010 edition of Delaware Banker magazine.

David A. Harris, Louis G. Hering, “2010 Summary of Delaware Case Law Relating to Alternative Entities,” 2010 Annual Meeting of ABA, Section of Business Law (March 1, 2010)

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Megan Ward Cascio, Delaware, in Brownfields: “A Comprehensive Guide to Redeveloping Contaminated Property,” Chapter 35, Todd S. Davis and Scott A. Sherman eds., 3rd ed. (2010)

Stephen P. Lamb, John P. DiTomo, “Federalization vs. Federalism in Corporation Law,” Ch. 25, Corporate Governance 2010 - A Master Class, Practising Law Institute (2010)

Morris Nichols banking, regulatory and commercial law counseling partner and Best Lawyers 2009 Banking Lawyer of the Year Michael Houghton, and Commercial Law Counseling Group associate Brenda Mayrack, authored ‘McKesson’ Part II - State’s Response Offers Insight, Guidance To Holders Facing Audit for Inventory and Other Property Types, published in the December 30, 2009 issue (Vol. 24, No. 49) of BNA’s Corporate Counsel Weekly.  Samuel Schaunaman, Esq. of Thomson Reuters co-authored.

Morris Nichols banking, regulatory and commercial law counseling partner and Best Lawyers 2009 Banking Lawyer of the Year Michael Houghton, and Commercial Law Counseling Group associate Brenda Mayrack, authored McKesson Corporation Lawsuit Challenges Delaware’s Assessment of Unclaimed Property Liability For Inventory Mismatches published in the November 4, 2009 issue (Vol. 24, No. 42) of BNA’s Corporate Counsel Weekly.  Samuel Schaunaman, Esq. of Thomson Reuters co-authored.

Commercial Law Counseling Group partner Lou Hering “2009 Amendments to Delaware’s General Corporation Law and Alternative Entities Statutes” featured in the August 5 edition of BNA’s Corporate Counsel Weekly.

David A. Harris, Louis G. Hering, “2009 Supplement to Cumulative Survey of Delaware Case Law Relating to Alternative Entities,” 2009 Annual Meeting of ABA, Section of Business Law (June 1, 2009)

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Eric Klinger-Wilensky, “Corporate Governance Developments in a Recessionary Environment,” Securities Regulation & Law Report, Vol. 41, No. 20 (May 18, 2009)

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James D. Honaker, Jeffrey R. Wolters, “Analysis of the 2009 Amendments to the Delaware General Corporation Law,” Delaware, Aspen Publishers, Inc. (2009)

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John P. DiTomo and William M. Lafferty, “Defining the Proper Subject Matter for a Bylaw under Delaware Law,” Practising Law Institute Corporate Governance 2009, 1774 PLI/Corp 337

What Does It Mean to "Change a Trust's Situs"?  Unfortunately, the term "trust situs" means different things in different contexts...

Rob Dehney and Curtis Miller co-authored “The Dealmaker’s Guide to Buying Distressed Assets - Section 363 Sales and the Alternatives.” The article is featured in the September 2008 edition of Norton Annual Survey of Bankruptcy Law.  Geared toward that deal professional seeking an introduction to purchasing distressed companies (or pieces thereof) under Bankruptcy Code Section 363, the authors paint not only the legal landscape but also discuss the competing considerations in which business decisions in this context are made in the real world.

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Eric Klinger-Wilensky, “2007 Developments in Delaware Corporation Law,” Securities Regulation & Law Report, Vol. 40, No. 19 (May 12, 2008)

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David A. Harris, Louis G. Hering, "2008 Supplement to Cumulative Survey of Delaware Case Law Relating to Alternative Entities," 2008 Annual Meeting of ABA, Section of Business Law (February 1, 2008)  

Curtis S. Miller, “Covering Their Tails - Again: Court Rejects Objection to Officer Advancement Claim under 11 U.S.C. §502(e)(1)(B)1,” ABI Journal, p. 38 (Feb. 2008)

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John P. DiTomo and A. Gilchrist Sparks III, “Management Projections: To Disclose or Not to Disclose?” 1677 PLI/Corp 379 (2008)

Frederick H. Alexander, James D. Honaker, “Stockholders in Corporate Governance: Power to the Franchise or the Fiduciaries?: An Analysis of the Limits on Stockholder Activist Bylaws,” Delaware Journal of Corporate Law, Vol. 33 (2008)

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Tarik J. Haskins, “Recent Case Law Developments Relating to Delaware’s Alternative Entities,” Delaware Law Review, Vol. 10, No. 1 (2008)

John P. DiTomo, “Dual Representation in Derivative Litigation: The Corporate Counsel’s Role in Managing the Corporation’s Conflicts of Interests,” 1677 PLI/Corp 867 (2008)

Thomas Pulsifer and Todd Flubacher discuss changes and developments in Delaware trust law at a Christiana Bank & Trust roundtable moderated by Worth Magazine.

Robert J. Dehney, Curtis S. Miller, “Covering Your Tail: Court Approves Advancement of Legal Fees to Directors and Officers under §363,” ABI Journal, Vol. XXVI, No. 5, p. 26 (June 2007)

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David A. Harris, Louis G. Hering, "2007 Supplement to Cumulative Survey of Delaware Case Law Relating to Alternative Entities," 2007 Annual Meeting of ABA, Section of Business Law (May 29, 2007)    

Eric Klinger-Wilensky, “2006 Developments in Delaware Corporation Law on Directors: Good Faith, Duties in Zone of Insolvency, and Structuring Deals,” 39 Securities Regulation & Law Report 476 (Mar. 26, 2007)

Frederick H. Alexander, James D. Honaker, “Amendments Adopted to the Delaware Corporation Law,” Corporate Counsel Weekly, Corporate Practice Series, Bureau of National Affairs, Inc. (July 26, 2006)

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David A. Harris, Louis G. Hering, "2006 Supplement to Cumulative Survey of Delaware Case Law Relating to Alternative Entities," 2006 Annual Meeting of ABA, Section of Business Law (June 1, 2006)  

Many advisors are not aware that their clients might use Delaware trusts for state income tax planning.  Delaware law can enable individuals residing in many states to use Delaware to minimize or even avoid state income taxes.  That's because there is no Delaware income tax on Delaware trusts.

Robert J. Dehney, “Public Sector Restructurings, Recoveries and Insolvencies: A Trend for the Future?” Developmental Specialists, Inc., CLE Program (February 2006)

Vice Chancellor Donald F. Parsons, Jr.; Jack B. Blumenfeld; Mary B. Graham; Leslie A. Polizoti, “Explaining Venue Choice and Litigant Preferences: Solving the Delaware Mystery,” ECONOMIC DAMAGES IN INTELLECTUAL PROPERTY: A HANDS-ON GUIDE TO LITIGATION 67-81, Daniel Slottje ed., John Wiley & Sons, (2006)

Louis G. Hering; Stanford L. Stevenson, III; David A. Harris, “Limited Liability Companies: Legal Assets of Organization,” Operation and Dissolution, The Bureau of National Affairs, Inc., C.P.S. 67-2nd. (2006)

Jon E. Abramczyk, Thomas W. Briggs Jr., “Delaware Special Committees - Worth Another Look,” Securities News, American Bar Association, Section of Litigation, Vol. 12, No. 25 (Fall 2002)

Robert J. Dehney, Curtis S. Miller, Daniel B. Butz, “Restructuring Under Delaware Law: An Attractive Alternative,” Financier Worldwide - Global Restructuring Review 2005, at 47-48 (Sept. 2005)

David A. Harris, Louis G. Hering, "2005 Supplement to Cumulative Survey of Delaware Case Law Relating to Alternative Entities," 2005 Annual Meeting of ABA, Section of Business Law (August 1, 2005)  

Robert J. Dehney, Curtis S. Miller, Daniel B. Butz, “The Importance of Good Corporate Form: Preventing the Involuntary Distribution of Your Assets to Creditors of a Bankruptcy Affiliate or Subsidiary,” The Journal of Private Equity (Spring 2005)

James D. Honaker, “A New Approach to Deal Protection in Delaware,” Insights: The Corporate & Securities Law Advisor, Aspen Law & Business (2005)

Todd A. Flubacher, Thomas R. Pulsifer, “Minimizing Income Taxation of Trust Income: The Delaware Advantage,” 108 Probate and Trust Law Section Newsletter 8, Philadelphia Bar Association Probate and Trust Law Section (Winter 2003-04)

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John P. DiTomo, “Does New Jersey’s Solution to its Education Crisis Run Afoul of the United States Constitution?” 6 U. PA. J. CONST. L. 328 (November 2003)

Jon E. Abramczyk, James D. Honaker, “Going-Private ‘Dilemma’?—Not in Delaware,” 58 Bus. Law. 1351 (Aug. 2003)

Michael Houghton, William M. Lafferty, Andrew H. Lippstone, “The Expansion of the Delaware Court of Chancery’s Jurisdiction to Adjudicate or Mediate Certain ‘Technology Disputes’ - An Evolution, Not a Revolution,” ABA Network: The Newsletter of the Business Law Section, Committee on Business and Corporate Litigation, Vol. 11, Issue 1 (Spring 2003)

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Eric Klinger-Wilensky, “A Contractarian Critique of the Theory of Auto-Limitation: The Fundamental Law of International Relations,” 150 U. Pa. L. Rev. 2011 (2002)