The Delaware General Assembly has approved and the governor of Delaware has signed into law the 2016 amendments to the following business-law statutes:

The amendments become effective on August 1, 2016.

The amendments to the DGCL address, among other things, mergers under Section 251(h) of the DGCL, new limitations on appraisal rights, and expanded jurisdiction of the Delaware Court of Chancery. For a full summary of the amendments, see Legal Update, 2016 DGCL Amendments Proposed on Appraisal Rights, Intermediate-Form Mergers, and Chancery Court Jurisdiction. The appraisal statute has been the subject of much recent debate in light of the Chancery Court's recent ruling in Dell, but the amendments to the statute, while limiting smaller claims, are not likely to fundamentally alter the specialist practice of appraisal arbitrage. For further discussion of the impact of Dell on appraisal and public M&A, see Legal Update, Dell Appraisal: Chancery Court Grants Appraisal Award, Rankles Deal Community.

The amendments to the alternative-entity statutes are technical in nature and in most cases have little substantive effect. Only one amendment has been made to the DRUPA, to confirm in Section 15-407(d) that the statute provides default rules but is otherwise enabling and does not require the partners to vote in writing.

The amendments to the LLC Act and the DRULPA mirror each other. Most of the amendments make a similar clarification to that being made in the DRUPA, removing the default rule that actions of the members, managers, or partners (as applicable) require a written vote. The statutes will now allow approvals or consents to be provided by any means permitted by law.

The LLC Act has been amended to prevent situations of inadvertent dissolution of single-member LLCs. Several provisions of the statute address assignments of membership interests by LLC members:

Taken together, the implication of these provisions is that if the sole member of an LLC assigns its entire interest to an assignee without making explicit that the assignee is to become a member of the LLC, and if the LLC agreement does not already provide that assignees are automatically deemed members of the LLC, then the LLC loses its only member upon the assignment of the membership interest and, consequently, is deemed to have dissolved.

To avoid this result, a new subsection 18-704(a)(3) has been added to the statute to provide that when a sole member of an LLC makes a voluntary assignment of its entire membership interest to a single assignee, the default rule is that the assignee is deemed admitted as a member of the LLC, even without explicit consent or a provision in the LLC agreement to this effect. As this is a default rule, the assigning member can provide to the contrary when effecting the assignment, or the LLC agreement can opt out of this rule with a specific reference to Section 18-704(a)(3) of the LLC Act.

The new subsection provides that an assignment is voluntary for these purposes if it is consented to by the member at the time of the assignment and is not the result of foreclosure or "other similar legal process."

The LLC Act and DRULPA have also been amended to clarify that a series of a Delaware LLC or LP can agree to be held liable for the debts and obligations of the entire entity or another series of the entity, and on the flip side, that an LLC or LP can agree to be held liable for the debts and obligations of a particular series.

For an overview of Series LLCs, see Practice Note, Series LLCs.