Chambers

News

2010 Amendments to Delaware Statutory Trust Act
Posted: July 16th, 2010
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New Article by Ellisa Habbart and Thomas Rutlege Posted
Posted: July 14th, 2010
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FPO

Our Team

Ellisa Opstbaum Habbart, Esq.

ehabbart@decg.com

Overview

Ellisa Habbart is a founding partner of The Delaware Counsel Group LLP (the “Delaware Counsel Group”), a Delaware firm that exclusively represents Delaware corporations and Delaware alternative entities in national and international business transactions. The Delaware Counsel Group’s clients range from U.S. and international law firms to businesses such as Accenture and LaSalle Bank. Ms. Habbart is rated ‘AV’ by Martindale-Hubbell and is included in Chambers USA as one of ‘America’s Leading Business Lawyers’ in Delaware Corporate/Mergers and Acquisitions Law’. Ms. Habbart has been described in Chambers as ‘bright and businesslike with a dynamic presence in front of a room of people’. In addition to her juris doctor and bachelor of business administration degrees, Ms. Habbart has a Masters degree in taxation.

Prior to founding The Delaware Counsel Group, Ms. Habbart was an associate (1988-1993) and partner (1993-1999) with Prickett Jones & Elliott, Wilmington, Delaware and was the Partner in Charge of the Delaware office of Stradley Ronon Stevens & Young (1999-2004).

Industry Leader

Ms. Habbart is the Vice Chair of the International Bar Association (the “IBA”) Corporate/M&A Committee on Private Equity;

Ms. Habbart has been a member of the Executive Committee of the American Bar Association (“ABA”) Committee on Partnerships and Unincorporated Associations since 1995.

Ms. Habbart, along with partner Jim Strum, have participated as members of Delaware Bar Association Committees responsible for the creation and amendment of the Delaware limited partnership, limited liability company and statutory trust acts.

Ms. Habbart is the ABA Advisor to the NUCCSL Drafting Committee on Statutory Trusts.

Ms. Habbart is the co-author of the legal text “Delaware

Limited Liability Companies Forms and Practice” and co-

author of “Delaware Limited Partnership Law” each of which are updated annually.

Ms. Habbart is a member of the steering committee of the

Delaware Bankers Association.

Ms. Habbart chairs the ABA committee responsible for the global activities of the LLCs, Partnerships and Unincorporated Entities Committee of the Section of Business Law.

Representative Work Highlights

References Available Upon Request

Accenture, Inc.

Advise on the reorganization, merger, conversion, and operation of Delaware alternative entity affiliates of Accenture, Inc

Federal-Mogul Corporation

Advised on issues of Delaware law and provided Delaware legal opinions to Federal-Mogul Corporation, with respect to a US$3.5 billion exit facility agreement in connection with its emergence from bankruptcy.

Hendrix Genetics B.V.

Represented Hendrix Genetics B.V., a Netherlands company and one of the largest layer breeding operations in the world, in connection with the sale of its subsidiary to Tyson Foods, Inc.

Babcock & Brown

Provide Delaware legal advice to a subsidiary of Babcock & Brown Limited, a global investment and specialized fund and asset management, in connection with the review and revisions of its corporate and alternative entity governance forms and agreements.

Capmark Financial Group, Inc.

Advise on Delaware law issues and rendered Delaware legal opinions to Delaware limited partnerships affiliated with Capmark Financial Group, Inc., a leading global real estate financing company, in connection with the sale of its general partner interests in Delaware limited partnerships.

MMA Renewable Ventures LLC

Advise on Delaware law issues relating to investments in Delaware limited partnerships and limited liability companies.

WestLB AG

Advise on Delaware law issues regarding Delaware limited partnerships and render opinions in connection with same.

Bachmann Trust Company Limited

Advise Bachmann Trust Company Limited, part of The Bachmann Group, on Delaware law issues and render Delaware legal opinions in connection with the formation, domestication into Delaware, restructuring, merger, conversion and operation of Delaware corporate and alternative entities.

AEGON USA

Advise on issues of Delaware law and render Delaware legal opinions to affiliates of the U.S. investment arm of AEGON N.V., a Dutch company, in connection with alternative entity transactions.

SunTrust Delaware Trust Company

Advise SunTrust Delaware Trust Company, an affiliate of SunTrust Banks, Inc, on Delaware law issues relating to Delaware alternative entities.

Bank of Scotland Plc

Advise Bank of Scotland Plc on Delaware law issues relating to limited partnerships and limited liability companies involved in private equity transactions.

LaSalle National Trust Delaware

Represent LaSalle National Trust Delaware, an indirect affiliate of Bank of America, on issues relating to Delaware statutory trusts.

European Bank for Reconstruction and Development

Advised on Delaware law issues and rendered Delaware legal opinions for the European Bank for Reconstruction and Development with respect to purchase of equity interests.

Deustche Bank

Advise Deustche Bank on Delaware law issues relating to the purchase by Deustche Bank of interests in a Delaware alternative entity.

EcoChina Investments LLC

Advised EcoChina Investments LLC (“EcoChina”) on issues of Delaware law and provided legal opinions in connection with the sale of EcoChina’s shares in ChinaEdu Corporation, a publicly traded company based in Beijing that provides services to the online degree programs of leading Chinese universities.

Motcomb Estates Limited

Advise on Delaware law issues and in connection with private equity transactions involving Delaware alternative entities.

Australia Broadcasting Corporation

Advised on issues of Delaware law in connection with litigation brought by a dissolved Delaware corporation against Australia Broadcasting Corporation (“ABC”), Australia’s national public broadcaster.

Judith T. Kaiser

jkaiser@decg.com

Overview

Corporations and Business Entities Analyst

After nearly two decades in the Delaware legal community, Ms. Kaiser interacts with clients to manage time sensitive transactions involving Delaware entities. She prepares documents involved in these transactions and coordinates the completion and filing of the deal documents with the Delaware Secretary of State, Division of Corporations. Ms. Kaiser also calculates franchise tax and filing fee tax for our clients. She is our key liaison with the office of the Delaware Secretary of State.

Through our computer link with the database of the Division of Corporations located in our office, all documents such as filings, good standing certificates, certified copies and Uniform Commercial Code information are processed in house, enabling us to expedite transactional documents to better serve our clients.

Ms. Kaiser is the Director of DCG Services, LLC, an affiliate of The Delaware Counsel Group LLP. DCG Services offers registered agent services for any Delaware entity formed for our clients.

Ms. Kaiser is a member of the Strategic Planning Committee of the Delaware Department of State. The committee works closely with the Administrator of the Division of Corporations and Assistant Secretary of State on legislative issues and suggests revisions to Delaware corporate and alternative entity legislation prior to submission to the State Legislature.

Education

Paralegal Certificate, National Center for Paralegal Training, Atlanta, Georgia

B.A., University of South Carolina, Columbia, South Carolina

Memberships

Strategic Planning Committee, Delaware Department of State

(302) 576-9600 Ext. 16
(302) 576-9608 Fax
100 South Rockland Falls Road
P. O. Box 4175
Wilmington, DE 19807

Heather D. Jefferson, Esq.

hjefferson@decg.com

Overview

Heather D. Jefferson combines a Delaware corporate and alternative business entities practice with experience in business development, client service and law firm operations. She works directly with the firm’s national and international client base.

Ms. Jefferson is responsible for the strategic planning, development and identification of client-related enhancement activities. This includes everything from client intake and billing, to matter management, retention and expansion issues. As part of the client service process, Ms. Jefferson visits with clients to gain feedback and develop new projects based on industry and market trends.

A 1995 graduate of Widener University School of Law, Ms. Jefferson clerked for the Honorable William T. Quillen of the Superior Court of Delaware. While in law school, she served as a judicial extern for the Honorable E. Norman Veasey, Chief Justice of the Supreme Court of Delaware.

An active American Bar Association member, Ms. Jefferson is active in the Section of Business Law. She was one of five young lawyers to participate in the Section’s Business Law Fellows Program. As an appointed Fellow, Ms. Jefferson was appointed to the Venture Capital and Private Equity Committee, responsible for various substantive assignments, and assigned a mentor who is in Section leadership. In addition, she is active in the Section’s Partnerships and Unincorporated Business Organizations Committee. Ms. Jefferson is a former Chair the ABA Women Rainmakers, served on the Law Practice Management Section’s governing Council and was a member of the Section’s Nominating Committee.

Ms. Jefferson was recently appointed by the Delaware Supreme Court to serve as an Associate Trustee of the Lawyers’ Fund for Client Protection of the Bar of Delaware. As an Associate Trustee, Ms. Jefferson participates in the investigations of claims by individuals who have suffered financial losses as a result of the dishonest conduct of lawyers. The fund is created by the Delaware Supreme Court to provide monetary relief such individuals.

(302) 576-9600 Ext. 15
(302) 576-9608 Fax
100 South Rockland Falls Road
P. O. Box 4175
Wilmington, DE 19807

Scott L. Matthews, Esq.

smatthews@decg.com

Overview

Scott Matthews specializes in providing advice relating to cross-border commercial transactions, structured finance, secured transactions under Articles 8 and 9 of the Uniform Commercial Code and the formation and utilization of Delaware alternative business entities. He has substantial expertise in drafting, issuing and providing advice relating to legal opinions involving commercial transactions with a Delaware connection, as well as Delaware limited partnerships, limited liability companies, statutory trusts, general partnerships and corporations. He is the co-author of Clarifying the Law of ‘Registered Organizations’ in Delaware, 2 L. Opin. Newsletter (ABA Section of Business Law, Committee on Legal Opinions) 8 (December 2002).

Prior to working for The Delaware Counsel Group LLP, Mr. Matthews practiced from 2000 to 2009 with Richards, Layton & Finger, P.A. In law school, Mr. Matthews served as Articles Review Editor of the Journal of Law and Politics at the University of Virginia School of Law. Mr. Matthews also holds a M.A. in English literature from the University of Virginia with a specialization in early 19th Century English literature, and previously worked as a Program Coordinator for the Institute for Humane Studies, a non-profit educational institution located in Arlington, Virginia.

Bar Admissions

Delaware, 2000

United States District Court for the District of Delaware, 2001

Memberships

American Bar Association

Delaware State Bar Association

Education

University of Virginia School of Law, J.D., 2000

University of Virginia, M.A., 2000

University of Delaware, B.A., 1995

(302) 576-9600 Ext. 14
(302) 576-9608 Fax
100 South Rockland Falls Road
P. O. Box 4175
Wilmington, DE 19807

Sarah Selby, Esq.

sselby@decg.com

Overview

Ms. Selby is a 2005 graduate of Harvard Law School and is admitted to practice law in the state of New York. Prior to joining The Delaware Counsel Group, she was an associate at the New York office of Latham & Watkins (2005-2007) and at Pryor Cashman (2007-2009). She is a member of the American Bar Association.

(302) 576-9600 Ext. 22
(302) 576-9608 Fax
100 South Rockland Falls Road
P. O. Box 4175
Wilmington, DE 19807

Andrew Campbell

acampbell@decg.com

Overview

Andrew Campbell is currently entering his second year at Villanova University School of Law. Mr. Campbell’s primary responsibilities include maintaining and updating the firm’s web site and developing marketing materials. He graduated from West Virginia University in 2008 with a degree in news-editorial journalism. Mr. Campbell is an avid baseball fan who played college baseball at Suffolk University in Boston, MA before transferring to WVU. He currently resides in Kimberton, PA.

(302) 576-9600 Ext. 19
(302) 576-9608 Fax
100 South Rockland Falls Road
P. O. Box 4175
Wilmington, DE 19807

Erik Kindschi

ekindschi@decg.com

Overview

Erik Kindschi is a second year law student at the University of Pennsylvania Law School. He currently serves as Articles Editor of the University of Pennsylvania Journal of International Law and is a volunteer at the Pennsylvania Innocence Project. A native of Madison, Wisconsin, Erik graduated from Brown University with a degree in political science. He enjoys listening to jazz music as well as devotes a substantial amount of time playing soccer and golf.

(302) 576-9600 Ext. 19
(302) 576-9608 Fax
100 South Rockland Falls Road
P. O. Box 4175
Wilmington, DE 19807

“Erik Kindschi is a second year law student at the University of Pennsylvania Law School. He currently serves as Articles Editor of the University of Pennsylvania Journal of International Law and is a volunteer at the Pennsylvania Innocence Project. A native of Madison, Wisconsin, Erik graduated from Brown University with a degree in political science. He enjoys playing listening to jazz music as well as devotes a substantial amount time playing soccer and golf.”
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100 South Rockland Falls Road, P. O. Box 4175, Wilmington, DE 19807 - (302) 576 - 9600