Delaware Transactional & Corporate Law Update, Fall 2019
Recent Amendments to Delaware’s Entity Laws Permit LPs, Like LLCs, to Divide and to Form
Registered Series, and Provide That Emailing of Notices Will Be Effective for Corporations Unless Stockholders Opt Out, Among
By Norman M. Powell, John J. Paschetto, and Tammy L. Mercer
The Delaware legislature recently adopted amendments to the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”) that permit the “division” of Delaware limited partnerships (“LPs”), formation of “statutory public benefit” LPs, judicial cancellation of an LP for abuse, and formation of LP “registered series.” Those amendments are in most respects very similar to amendments adopted in 2018 to the Delaware Limited Liability Company Act (the “DLLCA”).2 In addition, recent amendments to the General Corporation Law of the State of Delaware (the “DGCL”) have, among other things, made the use of email for stockholder notices valid except as to stockholders who opt out (thus switching from the prior, opt-in regime), and amendments to the DRULPA, the DLLCA, and the DGCL have clarified the law regarding the use of electronic transmission and electronic signatures. Except as otherwise indicated, all of the amendments discussed below took effect on August 1, 2019.