Delaware Transactional & Corporate Law Update
The Delaware LP and LLC Acts Have Recently Been Amended to Clarify the Kinds of Series That Can Be Established, Among Other Changes
By Lauren M. McCrery and Daniel M. Cole
Effective August 1, 2026, the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”) and the Delaware Limited Liability Company Act (the “DLLCA”) have been amended to make clear that an LP or an LLC can establish series that are neither protected nor registered, and to enable a former general partner of an LP to remove its name from the certificate of limited partnership, among other amendments. READ MORE
Recent Amendments to Delaware’s General Corporation Law Include a New Requirement That Dissolving Corporations Consent to Service on the Secretary of State, Among Other Changes
By Craig E. Rushmore and Emily K. Cowan
Recent amendments to the General Corporation Law of the State of Delaware (the “DGCL”) have added a requirement that when a corporation dissolves, it must agree that the Delaware Secretary of State can accept service of process on the corporation’s behalf. This and the other amendments discussed below took effect on August 1, 2026. READ MORE
The Delaware Statutory Trust Act Has Been Amended to Require Trustees to Correct Certificates of Division That Contain False Information, Among Other Changes
By Leah E. Burcat, Travis G. Maurer, Harrison W. Conaty, and Jennifer E. Reefe
Recent amendments to the Delaware Statutory Trust Act (the “DSTA”) have added, among other things, a duty on the part of trustees of a Delaware statutory trust (a “DST”) that has divided or resulted from a division, to amend the associated certificates of division to correct names and addresses that are or become inaccurate. All of the amendments discussed below took effect on August 1, 2026. READ MORE
Delaware Adopts the Uniform Assignment for Benefit of Creditors Act, with Several Important Modifications
By John J. Paschetto and Amber J. Zelko
Effective June 10, 2026, Delaware adopted the Uniform Assignment for Benefit of Creditors Act, which was promulgated by the Uniform Law Commission (the “ULC”) on October 20, 2025. An assignment for the benefit of creditors (an “ABC”) is a “liquidation procedure” in which a debtor “voluntarily assigns all of its assets to an ‘assignee,’ a fiduciary, which liquidates the assets and distributes the proceeds to the [assigning debtor’s] creditors.”1 The ULC drafted the uniform ABC act (the “Uniform Act”) in part because there has been “increasing interest” in ABCs as an alternative to bankruptcy, and because wide variation has developed in state laws governing ABCs. READ MORE