Amelia's practice focuses on business transactions using Delaware alternative entities, including limited liability companies, partnerships (limited and general), and statutory trusts. She assists in all aspects of the operation of Delaware alternative entities, including advising on their formation, governance, reorganization, contract interpretation, fiduciary duties, and dissolution.
On January 25, Dorsey attorneys, Brian Burke, Amelia Messa and Jonathan Van Horn presented a review of corporate, alternative entity and antitrust law developments of interest to the M&A practitioner, including the latest Delaware court decisions. Highlights from this presentation include discussion on appraisal rights, fraud, SPACs, non-competition agreements, choice of law, change in control provisions and personal jurisdiction. Watch the presentation here.
On August 1, 2022, the 2022 amendments to Delaware’s entity statutes went into effect. These included amendments to the Delaware General Corporation Law (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”), the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”), the Delaware Revised Uniform Partnership Act (the “DRUPA” and together with the LLC Act and the DRULPA, the “Alt Entity Acts”) and the Delaware Statutory Trust Act (the “DSTA”). Descriptions of some of the more notable amendments...
On August 11th , Dorsey presented a review of corporate, alternative entity, and securities law developments of interest to the M&A practitioner, including the latest Delaware decisions. Watch the presentation by Brian Burke, Amelia Messa, and Jonathon Van Horn here.
Consistent with Delaware’s practice of annually amending its entity statutes to meet the needs of the changing business community, the State of Delaware’s Governor recently signed into law the 2021 amendments to Delaware’s Limited Liability Company Act, Revised Uniform Limited Partnership Act, Revised Uniform Partnership Act (the “RUPA”) and General Corporation Law (the “DGCL”). There were no amendments this year to Delaware’s Statutory Trust Act, which is generally amended every other year. This year’s statutory amendments will go into effect...
On November 30, 2020, Vice Chancellor Laster of Delaware’s Court of Chancery issued the first case where the pandemic provided a company with the ability to walk away from its contractual obligations in a sale transaction, analyzing both the material adverse effect (“MAE”) provisions and ordinary course covenants. AB Stable VIII LLC v. MAPS Hotels and Resorts One LLC et al., C.A. No. 2020-0310-JTL (Del. Ch. Nov. 30, 2020). The AB Stable case involved the attempted sale by AB Stable...
The recent Delaware Supreme Court case of Murfey v. WHC Ventures, LLC serves as a reminder that limited partnerships are contractual in nature and therefore in a books and records demand, legal standards applicable to Delaware corporations may not be applicable. In the Murfey case, limited partners of multiple limited partnerships demanded access to Schedule K-1s of other limited partners for the purpose of valuing their partnership interests. After their access was restricted, the limited partners brought their demand to...
The State of Delaware typically amends its entity statutes annually to ensure that the statutes are state of the art and most effectively meet the needs of the changing business community. Consistent with this practice, Delaware’s governor recently signed into law this year’s amendments to the Delaware’s Limited Liability Company Act (the “LLC Act”), Revised Uniform Limited Partnership Act (the “LP Act”), Revised Uniform Partnership Act, General Corporation Law (the “DGCL”) and Statutory Trust Act. Unlike most years when the...
The State of Delaware typically amends its entity statutes annually to ensure that the statutes are state of the art and most effectively meet the needs of the changing business community. Consistent with this practice, this year’s amendments to Delaware’s Limited Liability Company Act (the “LLC Act”), Revised Uniform Limited Partnership Act (the “LP Act”), Revised Uniform Partnership Act and General Corporation Law went into effect on August 1, 2019. Notably, the amendments to each of Delaware’s entity statutes establish...
David MackDave advises clients on venture financing transactions, mergers and acquisitions, securities filings, and corporate governance matters, including helping clients to form and optimally structure business and investment entities.
Layne SmithLayne is co-chair of Dorsey’s Mergers & Acquisitions practice group...
Brian BurkeBrian advises clients on complex mergers and acquisitions in a variet...
Michael LindsayMichael Lindsay is a Partner in Dorsey & Whitney’s Trial group...
Anthony BadaraccoAnthony focuses his practice on antitrust law and business litigation...
Stephen WeingoldSteve is an associate in Dorsey’s trial group. He helps individuals...
