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Friday, May 30, 2014

The Delaware Corporate Legislation Tracker - May 30, 2014


Stay on top of what's happening in Delaware Corporate Law and Delaware Business News!


The Delaware Corporate Legislation Tracker is a free service offered by our firm, designed to keep you informed on current and pending legislation related to Delaware Corporate rules, regulations, and Delaware business matters.

Here's the latest edition:


The following Legislation affecting Delaware Chapter 38, Title 12 - TREATMENT OF DELAWARE STATUTORY TRUSTS was acted upon by the Legislature on 5/29/2014:




HB 364
Title:  AN ACT TO AMEND CHAPTER 38, TITLE 12 OF THE DELAWARE CODE RELATING TO THE CREATION, REGULATION, OPERATION AND DISSOLUTION OF DOMESTIC STATUTORY TRUSTS.

Synopsis:

This bill makes the following changes to Delaware Statutory Trust Act (the “Act”) to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments of the Act.
Section 1. This section amends § 3803(d) of the Act to clarify that a defense of usury shall not apply to obligations of a beneficial owner or trustee of a statutory trust owed to a beneficial owner or trustee of a statutory trust when the obligations arise under the governing instrument or a separate agreement in writing.
Section 2. This section amends § 3806(b) of the Act to clarify that a governing instrument of a statutory trust may designate a threshold number of trustees whose vote is required to approve any action on behalf of a trust. Otherwise, when the governing instrument is silent the default threshold will be a majority of the trustees. This section is consistent with § 3323 of Chapter 33, Title 12 of the Delaware Code.
Section 3. This section amends § 3806(f) of the Act to confirm and clarify that unless otherwise provided in a governing instrument, a person who is not then a beneficial owner may consent to any matter as a beneficial owner provided that such consent will only be effective at a time when such person is a beneficial owner of the statutory trust.
Section 4. This section amends § 3806(g) of the Act to confirm and clarify that unless otherwise provided in a governing instrument, a person who is not then a trustee may consent to any matter as a trustee provided that such consent will only be effective at a time when such person is a trustee of the statutory trust.
Section 5. This section amends § 3807(c) of the Act to provide that an investment company maintaining a registered office and registered agent in the State under § 3807(b) need only provide an address in the State, rather than a business address in the State, to comply with the requirements of § 3810(a)(1)b.
Section 6. This section amends § 3814(c) of the Act to restrict the use of the word “bank” in the name of a statutory trust.
Section 7. This section amends § 3815(a) of the Act to expressly allow the rights or securities of, or interests in, a statutory trust or other business entity which is a constituent party to a merger or consolidation to remain outstanding upon such merger or consolidation.
Section 8. This section amends § 3820(i) of the Act to expressly allow the rights or securities of, or interests in, the other business entity which is converted into a statutory trust to remain outstanding upon such conversion.
Section 9. This section amends § 3821(d) of the Act to expressly allow the rights or securities of, or interests in, a statutory trust which is to be converted to an other business entity to remain outstanding upon such conversion.
Section 10. This section amends § 3822(j) of the Act to expressly allow the rights or securities of, or interests in, a non-United States entity which is to be domesticated as a domestic statutory trust to remain outstanding upon such domestication.
Section 11. This section amends § 3823(f) of the Act to expressly allow the rights or securities of, or interests in, a statutory trust which is to be transferred to or domesticated in another jurisdiction to remain outstanding upon such transfer or domestication.
Section 12. This section provides that the proposed amendments of the Act shall become effective August 1, 2014.


Bill History:

May 29, 2014 - Introduced and Assigned to Economic Development/Banking/Insurance/Commerce Committee in House



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Wednesday, May 28, 2014

Alternative Business Court in Delaware Gives Corporations More Choice, More Control

An ongoing concern for Delaware companies around the world is the time and cost involved in resolving a complex business dispute. Time-critical business transactions frequently languish as local courts work to untangle complicated arguments on already overloaded dockets. Companies are often frustrated by delays and hard hit by discovery costs that can quickly skyrocket if left unchecked.




Sound like something you are interested in learning more about?

This excerpt is from  The Delaware Corporate and Legal Services Blog (DECALS), and is part of an installment in the series “Why Delaware: Spotlight on Corporate Law in the First State,” authored by Delaware corporate attorneys and judges.


You can read the rest of the post on DECALS, a site designed to keep the international legal and business communities current on Delaware Corporate Law and related matters.





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