Risks in Avoiding State Tax Obligations https://t.co/LPIK4pxFep | by @freemanlaw_pllc
The limited partner exception from self-employment taxes: Soroban II https://t.co/aAkLGyfsDa | by @HoganLovells
Delaware’s top court agreed Wednesday to swiftly review this year’s controversial overhaul of the state’s corporate laws, which set the nationwide tone on board battles, merger fights, executive liability, and shareholder rights. https://t.co/X0K2ePnmEw
Delaware's corporate legal landscape is undergoing significant scrutiny as the state's Supreme Court has agreed to expedite review of this year's controversial amendments to corporate laws. These changes have influenced national standards on board conflicts, merger disputes, executive liability, and shareholder rights. A Delaware vice chancellor has requested the Supreme Court to assess the constitutionality of amendments that provide expanded "safe harbor" liability protections for conflicted directors and controlling investors in contested actions. Meanwhile, the Delaware Court of Chancery has demonstrated reluctance to entertain lawsuits alleging misuse of advance notice bylaws and has dismissed claims subject to the entire fairness standard. Additionally, the court ruled that a private equity majority owner was not liable to minority investors when the LLC agreement waived fiduciary duties. Outside Delaware, the Texas Business Court upheld an exculpation clause limiting fiduciary duty exposure. The evolving legal environment has raised concerns about Delaware's dominance as the preferred corporate domicile and its implications for directors and officers (D&O) insurance. On related tax matters, the U.S. Tax Court ruled that limited partners of an investment manager are subject to self-employment tax, clarifying the limited partner exception under the Soroban II decision. These developments highlight ongoing shifts in corporate governance, litigation, and tax obligations affecting businesses and investors.