About This Blog
Morris James postings of significant news, original articles and legal insight related to Delaware.
Showing 6 posts from February 2019.
As part of the Tax Cuts and Jobs Act passed at the end of 2017, Congress provided new tax benefits for investments in designated Opportunity Zones. While the specifics of the new law are still being ironed out, through enactment of further regulations, the Opportunity Zone program is worth a further look for investors seeking preferential tax treatment for capital gains.
Opportunity Zones, covering parts of all 50 states, the District of Columbia and five U.S. Territories, are designed to spur economic development by providing tax benefits for investors. Governor John Carney selected 25 census tracts across the State of Delaware as Opportunity Zones in April 2018. The designated Opportunity Zones are intended to spur additional private sector investment in economically-distressed properties across the State. Under the Act, prospective investors are incentivized to sell appreciated property and to reinvest the gains into qualified Opportunity Zone projects. The incentives consist of tax deferral on prior gains invested in a Qualified Opportunity Fund (“QOF”), as well as a potential step up in basis for the QOF investment.
Unlike the typical capital gain deferral available with a Section 1031 exchange, investors can now shield gains on a much broader class of investments, including not only real estate, but also sales of stocks and bonds, as well as partnership and LLC interests. More ›
Section 220 of the Delaware General Corporation Law permits a stockholder to inspect the books and records of a corporation, provided that the demand for inspection meets certain form and manner requirements, and the inspection is sought for a proper purpose—e.g., one reasonably related to the interests of stockholders. Plaintiff stockholders bear the burden of proving that each category of documents sought is essential to accomplish the stockholders’ purpose for the inspection. Section 220 inspections of books and records are not intended to produce a comprehensive set of documents that would likely be produced under discovery rules in a plenary action. Rather, the goal in a 220 action is to provide stockholders with a discrete set of documents sufficient or necessary to accomplish their purpose. More ›
This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year 2018. The article was originally published in Transaction Advisors.
The cases selected either meaningfully changed Delaware law or provided clarity or guidance on issues relevant to corporate and commercial litigation in Delaware.
One: City of North Miami Beach General Employees’ Retirement Plan v. Dr. Pepper Snapple Group Inc., 189 A.3d 188 (Del. Ch. June 1, 2018) (Bouchard, Chancellor)
This decision arose out of a merger involving the Dr. Pepper and Keurig companies. In a reverse triangular merger, a parent company uses a subsidiary to acquire a target, with the target absorbing that subsidiary. That is how Dr. Pepper and Keurig structured their deal. The result was Dr. Pepper stockholders getting cash but retaining their stock, and Keurig’s stockholders getting a controlling interest in Dr. Pepper. Certain Dr. Pepper stockholders sued in the Court of Chancery, asserting that they had appraisal rights to a judicially-determined fair value in connection with the deal under Section 262 of the Delaware General Corporation Law (DGCL), which were being violated. More ›
Attorney and legislative specialist, Andrew B. Wilson, a member of the Morris James LLP Healthcare Law and Government Relations Groups, will serve as the Distinguished Speaker at the 2nd Annual Healthcare Compliance Symposium. More ›
At a hearing in Wilmington in front of U.S. Bankruptcy Judge Kevin Gross, Angel Medical said issues heading into the confirmation hearing were resolved and a creditor that had rejected the plan changed its vote after it was revised to give a subordinated class of creditors a chance to seek preferred shares in the reorganized company.
Angel Medical Systems is represented by Jeffrey R. Waxman and Eric J. Monzo of Morris James LLP, and Joseph R. Sgroi and Glenn S. Walter of Honigman LLP.
Andrew B. Wilson of Morris James LLP has been elected to The Delaware Center of Health Innovation Board of Directors. DCHI is a public-private partnership comprised of Delaware’s foremost healthcare leaders, dedicated to achieving Delaware’s vision for becoming one of the healthiest states in the nation. More ›