News

The Delaware Counsel Group LLP Gains Experienced Corporate Transactions Attorney

Effective July 1, 2011 Lisa R. Stark joined The Delaware Counsel Group LLP, a Wilmington, Del., firm that exclusively represents Delaware corporations and alternative entities in complex national and international business transactions.

Stark brings 11 years of experience in corporate law to The Delaware Counsel Group. Prior to The Delaware Counsel Group, Stark was affiliated with the Delaware firms Morris Nichols Arsht & Tunnell and Richards Layton & Finger, where she practiced in such areas as mergers and acquisitions, strategic investments, proxy contests and hostile takeovers. She also has experience advising private and public companies and their boards of directors, including committees, on corporate governance matters.

“I am delighted to welcome Lisa to our firm,” said Ellisa Opstbaum Habbart, a founder of The Delaware Counsel Group. “Her corporate expertise will further enhance our ability to deliver the quality of service our clients expect.”

A summa cum laude graduate of Bucknell University, Stark received her juris doctor from Washington and Lee School of Law in 2000. Admitted to practice in Delaware, Stark is a member of the American Bar Association and the Delaware State Bar Association and works pro bono with Delaware’s Office of the Child Advocate.

Stark has co-authored a number of articles including, “The Seven Deadly Sins of Venture Financing Legal Documents,” 14 Venture Capital Review 25 (Winter 2004-2005), and “As the Disney Trial Gets Underway, Two Recent Delaware Cases May Provide a Glimpse of the Outcome,” 13 Corporate Governance Advisor 20 (January/February 2005). She also contributed to the ABA Handbook for the Conduct of Meetings of Shareholders (2nd ed. 2010).

The Delaware Counsel Group counsels clients on their responsibilities under Delaware law and advises them how to maximize the advantages available under Delaware’s flexible business statutes. The firm’s mission is to help clients accomplish their business goals while minimizing the risk of liability to the entity and its management. Clients include U.S. and international law firms and corporate legal departments as well as businesses such as Accenture Inc., Royal Bank of Scotland, The Bureau of National Affairs, Sun Trust Bank and RBC Capital Markets.

View Lisa Stark’s bio.

Posted: July 14th, 2011

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On Thursday, September 22, 2011 come hear Ellisa Habbart speak with Chief Justice Steele, Jonathan Baird and Stanley Freedman regarding issues to be considered when purchasing a US business. 

Register Below: 

http://www2.americanbar.org/calendar/2011-global-business-law-forum/

Posted: May 9th, 2011

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Posted: August 31st, 2010

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Delaware Statutory Trust Act

A. Pools of Assets.  Amending § 3806(b)(2) of the Statutory Trust Act to:

• Confirm that pools of assets may constitute series.

B. Continuance of Statutory Trust in the Absence of a Trustee.  Amending § 3808(b) to:

• Confirm that a statutory trust will not be void for lack of a trustee.

C. Cancellation of a Certificate of Trust.  Amending § 3810(d) and § 3810(e) to clarify:

• The time of dissolution of a statutory trust that is not the surviving entity in a merger or consolidation or has transferred to another jurisdiction and/or converted to another entity.
• The effective time of a certificate of correction.
• The fact that the Secretary of State may not issue a certificate of good standing for a statutory trust once the certificate of trust has been cancelled.

D. Merger and Consolidation.  Amending § 3815 to:

• Provide increased flexibility with respect to amendment of an existing governing instrument or the adoption of a new governing instrument by, among other things, no longer requiring a specific reference to § 3815(f) of the Statutory Trust Act in the governing instrument agreement.  This amendment does not apply to statutory trusts formed prior to the effectiveness of this amendment unless the governing instrument of such statutory trusts provide otherwise.
• Clarify that a statutory trust that is not the surviving or resulting entity in a merger or consolidation is not considered to have dissolved and is not required to wind-up its affairs.
• Clarify that appraisal rights can be extended to series of beneficial interests.
• Add a new subsection (i) to §3815, which clarifies that a governing interest may provide that a statutory trust does not have the power to merge or consolidate.

E. Conversion of a Statutory Trust.  Amending § 3821 to:

• Add a new subsection (i) to §3821, which clarifies that a governing interest may provide that a statutory trust does not have the power to convert to another business entity.

F. Transfer or Continuance of a Statutory Trust.  Amending § 3823 to:

• Add a new subsection (h) to §3823, which clarifies that a governing interest may provide that a statutory trust does not have the power to transfer, domesticate or continue.

G. Construction and Application of Statutory Trust Act and Governing Instrument.  Amending § 3825 to:

• Add a new subsection (c) to § 3825, which clarifies that the doctrine of “independent legal significance” applies to statutory trusts.

H. Foreign Statutory Trusts.  Amending § 3852 to:

• Mandate that a foreign statutory trust registering with the Secretary of State must file a certificate, as of a date not earlier than 6 months prior to the filing date, issued by an authorized officer of the jurisdiction of its formation evidencing its existence, along with, if applicable, a translation thereof under oath.
• Require that a foreign statutory trust organized in series provide notice of that fact when registering with the Secretary of State and disclose whether there is a limitation on inter-series liability.

Posted: July 16th, 2010

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“The Uniform Statutory Trust Entity Act: A Review”

By: Thomas E. Rutlege and Ellisa Opstbaum Habbart

Abstract:

The Uniform Statutory Trust Entity Act, the most recent product of the National Conference of Commissioners on Uniform State Laws in the area of business entity legislation, is intended to render uniform the statutory (i.e., “business”) trust across the various states. Currently, business trust legislation is widely disparate across the various states, and many of the existing statutes are at best skeletal. This Act has the objective of rendering the business trust more effective as a form of organization by addressing many issues that are typically seen in other business entity laws, while at the same time seeking to minimize both unexpected and, in certain places, undesirable results otherwise dictated by applicable trust law. This Article both reviews the workings of this new uniform act and identifies issues and deficiencies therein.

Click here to view the full article in PDF format.

Posted: July 14th, 2010

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