Delaware compliance for corporate restructuring teams

Research steps and summary: 1) Performed targeted web searches for Delaware-specific statutory and administrative requirements for corporate restructurings (mergers, consolidations, conversions, domestications, asset sales, LLC mergers/conversions), recent DGCL amendments and Chancery Court developments (2020–2026), Division of Corporations filing practice, and practical compliance steps for restructuring teams.

Research steps and summary: 1) Performed targeted web searches for Delaware-specific statutory and administrative requirements for corporate restructurings (mergers, consolidations, conversions, domestications, asset sales, LLC mergers/conversions), recent DGCL amendments and Chancery Court developments (2020–2026), Division of Corporations filing practice, and practical compliance steps for restructuring teams.

Prioritized primary sources (Delaware Code) and authoritative secondary sources (major law firms, Proskauer, American Bar Association) and legislative bill pages to capture recent statutory changes that materially affect restructuring practice.

Extracted and compressed the most relevant provisions and practitioner guidance to support drafting compliance checklists and practical guidance for Delaware-focused restructuring teams. Key findings (compressed)

- Core statutory framework: DGCL Subchapter IX (8 Del. C. §§251–263) governs mergers, consolidations, conversions and domestications for Delaware corporations; conversion provisions (e.g., §266) permit conversion of Delaware corporations into LLCs, statutory trusts, partnerships, etc.; §253 addresses short-form mergers where parent owns a sufficient percentage of subsidiary stock. Certificate(s) of merger/consolidation/conversion must be filed with the Secretary of State (Delaware Division of Corporations) and become effective under §103. (Source: Delaware Code Title 8, Subchapter IX.) - Appraisal and dissenters’ rights: DGCL §262 sets appraisal rights and procedures (including demand and petition timing); statutory amendments and legislative activity in 2023–2024 clarified appraisal treatment in certain domestications/conversions and market‑out exceptions. (Source: Title 8 and legislative materials.) - Recent legislative updates (material to restructurings): multiple bills/amendments between 2023–2025 have changed merger and governance related rules — notable items include amendments that: * Clarify board approval and “final or substantially final” form requirements for merger agreements and proxies (responses to Chancery decisions); * Confirm enforceability of contractual deal protections (lost-premium damages, termination fees) and stockholder representative mechanics; and * Add or clarify safe harbors for secured creditors and sale of collateral in certain out‑of‑court restructurings (amendments to §272 and related statutory safe harbors). (Sources: Pillsbury advisory on SB313; Proskauer article; Baker Donelson; legislative bill pages.) - Court of Chancery context: Recent Chancery decisions (e.g., issues raised in Activision, Moelis, Crispo, Stream TV) prompted legislative fixes to restore market practices and clarify standards (e.g., approval forms, disclosure schedule treatment, controller transaction safe harbors). Teams must monitor both case law and legislative fixes because judicial decisions can change deal risk and timing. (Sources: law firm alerts summarizing Chancery decisions and legislative responses.) - LLC-specific rules: Delaware Revised Uniform Limited Liability Company Act permits mergers, conversions and domestications for LLCs; statutory mechanics differ from DGCL and require appropriate certificates of merger/conversion under Title 6 and filing with the Division of Corporations. (Source: ABA/Delaware statutory materials.) - Filing mechanics and practical points for compliance teams: verify required board resolutions and shareholder approvals; prepare and file certificates of merger/conversion/domestication with the Delaware Secretary of State; ensure the certificate contains required terms (effective date, surviving corporation name and amendments); calculate and account for franchise tax and annual report consequences (restructuring may affect taxable shares and filing obligations); maintain registered agent and post‑closing corporate governance steps (minutes, updated stock ledger, UCC filings, securities and employment notices, benefit plan and ERISA/SEC considerations where applicable); be mindful of timing (effective date mechanics under §103) and potential appraisal/dissent windows. (Sources: Delaware Code, practitioner guidance.) - Practical checklist suggested (high-level): board approvals and resolutions; draft and finalize merger/conversion agreement or plan of conversion; disclosure schedule and proxy considerations; stockholder approval (if required) or short-form merger path; certificate(s) to be filed with Division of Corporations; update franchise tax calculations and file required annual reports; update registered agent, stock ledger, capitalization table, UCC and tax registrations; evaluate appraisal/dissenters’ rights and potential litigation risk; post‑closing governance and filings. Next steps for the user: I have collected primary statutes and practitioner summaries. If you want, I can now: (a) draft a detailed Delaware-specific compliance checklist for restructuring teams (step-by-step with forms and sample language); (b) prepare a blog post and newsletter content tailored to US business owners/LLC founders that summarizes practical compliance steps and links to forms; or (c) extract and list the specific Division of Corporations forms and current filing fees and exact filing language for certificates of merger/conversion.