The Most Depth of any Firm in Delaware Law
Richards Layton has been instrumental in shaping Delaware’s flexible statutory framework that allows investors, entrepreneurs and managers to fashion their business organizations in the most efficient configuration. That insider’s perspective is fundamental to our effectiveness at helping our clients, including major national and international businesses, structure and implement their commercial transactions.
We work with these clients, and often with their primary legal counsel, as Delaware counsel to advise on how Delaware law impacts their:
- Organizational documents, whether for public or private companies
- Rights and responsibilities under the UCC and other Delaware business laws
- Contractual rights and obligations
- Acquisition transactions
- Asset securitization and structured finance transactions
- Licensing agreements and joint ventures
- Delaware affiliates involved in merger and acquisition transactions
- Supply and distribution agreements.
Authoritative Opinions
We have drafted or helped shape key business statutes, and litigated many of the key cases interpreting these statutes. That gives us unique institutional knowledge and insights that we use to our clients’ advantage, enabling them to complete transactions successfully. Often companies based in other jurisdictions find it advantageous to develop a Delaware special purpose entity to carry out a joint venture or other contractual arrangement. Those companies and their counsel turn to Richards Layton to provide advice on what works under Delaware law, and what the rights and responsibilities of each party will be.
Delaware UCC and Contract Insight
Directors of our firm are the current and past chairs of the Delaware State Bar Association’s UCC Committee. We have been instrumental in the drafting of Delaware’s version of Revised Article 9 of the Delaware UCC, which deals with the perfection and enforcement of security interests. Delaware’s role as a primary jurisdiction of organization for business entities gives great weight to the state’s UCC provisions, and clients rely on our UCC opinions in hundreds of complex transactions every year.
Our commercial transactions lawyers understand contract arrangements in a wide range of businesses and industries, and know how the UCC and other contractual standards apply to them. Clients rely on us to maximize their advantage and make deals more profitable because we excel at anticipating and resolving due diligence issues during contract negotiation.
CASE STUDY: Beating the Clock to Render a UCC Legal Opinion
- Client: U.S.-based counsel for a commercial lender.
- Issue: The need for an immediate decision on whether to restructure a loan or to force the borrower, a Delaware corporation, into bankruptcy.
- Challenge: Counsel contacted a lawyer in our firm at 11:30 p.m. Eastern time on a Sunday—and needed, within nine hours, an opinion under Delaware law on how best to perfect a security interest for the lender against the borrower’s assets.
- Solution: In the middle of the night, a team of the firm’s commercial transactions lawyers was quickly assembled to handle the issue. Under intense time pressure, they analyzed the Delaware UCC issues relating to the proposed transaction and prepared a legal opinion concerning the proper method to perfect the lender's security interest.
- Result: By 8:30 a.m. Monday morning, counsel had our opinion and was able to proceed on an advantageous course of action.
Summary: Attention and Responsive Service Gets Deals Done
We are committed to responsive service and have a deep bench with shared, consistent knowledge and experience in the application of Delaware law to business issues and problems. Because our lawyers have shaped many of the business statutes that govern our clients’ transactions, we don’t need extra time to research the law. And when novel or extraordinarily complex issues require in-depth analysis, we quickly involve the right lawyers with the right capabilities.
Delaware has traditionally been the preeminent jurisdiction for business, and Richards Layton lawyers facilitate the sophisticated business transactions that have a Delaware connection. Whether the parties to a deal are organized in Delaware or have created transactional structures under Delaware law to get the deal done, they turn to Richards Layton for our transactional skill and Delaware law knowledge.