Section 1 of the Act amends § 160(c) to clarify that shares of a corporation's capital stock held by any other entity (whether a corporation or non-corporate entity) are not entitled to be either voted or counted for quorum purposes if the corporation directly or indirectly holds a majority of such other entity's voting power entitled to vote generally in the election of, or is otherwise entitled to appoint or act as, the governing body of such entity. This amendment to § 160(c) should not be construed to create any negative implication with respect to the inclusion or exclusion of non-corporate entities in connection with any other section of the DGCL. Section 2 of this Act provides that the effective date for Section 1 of this Act is to be August 1, 2021.
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Currently, blood lead level screening and testing rates are well below what the Division of Public Health would expect them to be based on the risk factors that determine when screening or testing is necessary. This Act simplifies the requirements and process for health-care providers and eliminates confusion that may be causing the low compliance rate for screening or testing. Specifically, this Act does the following: (1) Defines “screening” and “testing” for clarity. (2) Mandates screening, defined as a capillary blood test, at or around 12 and 24 months of age. (3) Clarifies insurance coverage for the costs of compliance with the Act. (4) Directs the Division of Public Health to report on elevated blood lead levels to the General Assembly annually and to develop regulations to implement and enforce the Act within 12 months of being enacted. (5) Makes technical corrections to conform existing law to the standards of the Delaware Legislative Drafting Manual.
This bill continues the practice of amending periodically the Delaware Revised Uniform Limited Partnership Act (the “Act”) to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments of the Act. Section 1. This section amends Section 17-106 of the Act to add subsection (e) to provide a safe harbor procedure for ratifying acts or transactions that may be taken by or in respect of a limited partnership under the Act or a limited partnership agreement that are void or voidable and waiving failures to comply with requirements of a partnership agreement that make such acts and transactions void or voidable. New subsection (e) is intended to provide a rule different from the rule applied in Composecure, L.L.C. v. Cardux, LLC, 206 A.3d 807 (Del. 2018), and Absalom Absalom Trust v. Saint Gervais LLC, 2019 WL 2655787 (Del. Ch. June 27, 2019), that acts or transactions determined to be void generally may not be ratified. The penultimate sentence of new subsection (e) confirms that void or voidable actions may be ratified or requirements may be waived by other means permitted by law, and accordingly, new subsection (e) is not intended to preempt or restrict other valid means of ratifying acts or transactions or waiving requirements or to impair the effectiveness of any valid ratification or waiver previously effected. Section 2. This section amends Section 17-220 of the Act to make a conforming change. Section 3. This section amends Section 17-305 of the Act to make certain clarifying and conforming changes, and to provide that when a limited partner is entitled to obtain information for a stated purpose (whether pursuant to Section 17-305 or a partnership agreement), the limited partner’s right shall be to obtain such information as is necessary and essential to achieving that purpose, unless such right has been expanded or restricted in the partnership agreement. The first sentence of subsection (f) is intended to (i) change current law, as set forth in Murfey v. WHC Ventures, LLC, 236 A.3d 337 (Del. 2020), that the “necessary and essential” test does not apply by default to a limited partner’s contractual right to obtain information from a limited partnership for a stated purpose, and (ii) clarify that the “necessary and essential” test applies to a limited partner’s right under Section 17-305(a) of the Act to obtain information from a limited partnership for a purpose reasonably related to the limited partner’s interest as a limited partner. Section 4. This section amends Section 17-403(c) of the Act to provide that a general partner may delegate any of its rights, powers or duties irrespective of whether it has a conflict of interest with respect to the matter as to which such rights, powers or duties are being delegated, and that the person or persons to whom any such rights, powers or duties are being delegated shall not be deemed conflicted solely by reason of the conflict of interest of the general partner. The amendments to Section 17-403(c) create a different rule than the rule applied in cases such as Wenske v. Bluebell Creameries, Inc., 214 A.3d 958 (Del. Ch. 2019), that a conflicted principal is legally disabled from delegating authority over the subject matter as to which the principal is conflicted even to an independent delegatee. Section 5. This section amends Section 17-1201 of the Act to clarify the effect of subchapter XII of the Act and to provide for the manner in which a limited partnership may become a statutory public benefit limited partnership. Section 6. This section amends Section 17-1202(a) of the Act to provide that a partnership agreement of a statutory public benefit limited partnership must state that the limited partnership is a statutory public benefit limited partnership and must set forth the specific public benefit or benefits to be promoted by the limited partnership, to provide that the partnership agreement shall control as among the partners and other persons who are party to or otherwise bound by the partnership agreement in the event of any inconsistency between the public benefit(s) as set forth in such agreement and the certificate of limited partnership, to require amendment of the certificate of limited partnership of a statutory public benefit limited partnership in specified circumstances, and to clarify the effect of subchapter XII of the Act. Section 7. This section repeals Section 17-1203 of the Act. Section 8. This section amends Section 17-1204 of the Act to make conforming changes. Section 9. This section amends Section 17-1205 of the Act to make a conforming change. Section 10. This section provides that the proposed amendments to the Act shall become effective August 1, 2021.
This bill continues the practice of amending periodically the Delaware Limited Liability Company Act (the “Act”) to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments of the Act. Section 1. This section amends Section 18-106 of the Act to add subsection (e) to provide a safe harbor procedure for ratifying acts or transactions that may be taken by or in respect of a limited liability company under the Act or a limited liability company agreement that are void or voidable and waiving failures to comply with requirements of a limited liability company agreement that make such acts and transactions void or voidable. New subsection (e) is intended to provide a rule different from the rule applied in Composecure, L.L.C. v. Cardux, LLC, 206 A.3d 807 (Del. 2018), and Absalom Absalom Trust v. Saint Gervais LLC, 2019 WL 2655787 (Del. Ch. June 27, 2019), that acts or transactions determined to be void generally may not be ratified. The penultimate sentence of new subsection (e) confirms that void or voidable actions may be ratified or requirements may be waived by other means permitted by law, and accordingly, new subsection (e) is not intended to preempt or restrict other valid means of ratifying acts or transactions or waiving requirements or to impair the effectiveness of any valid ratification or waiver previously effected. Section 2. This section amends Section 18-217 of the Act to make a conforming change. Section 3. This section amends Section 18-305 of the Act to make certain clarifying and conforming changes, and to provide that when a member is entitled to obtain information for a stated purpose (whether pursuant to Section 18-305 or a limited liability company agreement), the member’s right shall be to obtain such information as is necessary and essential to achieving that purpose, unless such right has been expanded or restricted in the limited liability company agreement. To the extent current law is that the “necessary and essential” test does not apply by default to (i) a member’s right under Section 18-305(a) of the Act to obtain information from a limited liability company for a purpose reasonably related to the member’s interest as a member, or (ii) a member’s right under a limited liability company agreement to obtain information from a limited liability company for a stated purpose, the first sentence of subsection (g) is intended to change that law. Section 4. This section amends Section 18-407 of the Act to provide that a member or manager may delegate any of its rights, powers or duties irrespective of whether it has a conflict of interest with respect to the matter as to which such rights, powers or duties are being delegated, and that the person or persons to whom any such rights, powers or duties are being delegated shall not be deemed conflicted solely by reason of the conflict of interest of the member or manager. The amendments to Section 18-407 create a different rule than the rule applied in cases such as Wenske v. Bluebell Creameries, Inc., 214 A.3d 958 (Del. Ch. 2019), that a conflicted principal is legally disabled from delegating authority over the subject matter as to which the principal is conflicted even to an independent delegatee. Section 5. This section amends Section 18-1201 of the Act to clarify the effect of subchapter XII of the Act and to provide for the manner in which a limited liability company may become a statutory public benefit limited liability company. Section 6. This section amends Section 18-1202(a) of the Act to provide that a limited liability company agreement of a statutory public benefit limited liability company must state that the limited liability company is a statutory public benefit limited liability company and must set forth the specific public benefit or benefits to be promoted by the company, to provide that the limited liability company agreement shall control as among the members, the managers and other persons who are party to or otherwise bound by the liability company agreement in the event of any inconsistency between the public benefit(s) as set forth in such agreement and the certificate of formation, to require amendment of the certificate of formation of a statutory public benefit limited liability company in specified circumstances, and to clarify the effect of subchapter XII of the Act. Section 7. This section repeals Section 18-1203 of the Act. Section 8. This section amends Section 18-1204 of the Act to make conforming changes. Section 9. This section amends Section 18-1205 of the Act to make a conforming change. Section 10. This section provides that the proposed amendments to the Act shall become effective August 1, 2021.
This bill continues the practice of amending periodically the Delaware Revised Uniform Partnership Act (the “Act”) to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments of the Act. Section 1. This section amends Section 15-103 of the Act to confirm and clarify the effect of modifications provided in a statement of partnership existence or a statement of qualification and in a partnership agreement as contemplated by Sections 15-201(a), 15-203, and 15-501. Notwithstanding any modifications provided, such as, that a partnership is not a separate legal entity, all other provisions of this chapter, including Section 15-801, continue to apply, unless the partnership agreement provides that such other provisions do not apply. Section 2. This section amends Section 15-202 of the Act to add subsection (g) to provide a safe harbor procedure for ratifying acts or transactions that may be taken by or in respect of a partnership under the Act or a partnership agreement that are void or voidable and waiving failures to comply with requirements of a partnership agreement that make such acts and transactions void or voidable. New subsection (g) is intended to provide a rule different from the rule applied in Composecure, L.L.C. v. Cardux, LLC, 206 A.3d 807 (Del. 2018), and Absalom Absalom Trust v. Saint Gervais LLC, 2019 WL 2655787 (Del. Ch. June 27, 2019), that acts or transactions determined to be void generally may not be ratified. The penultimate sentence of new subsection (g) confirms that void or voidable actions may be ratified or requirements may be waived by other means permitted by law, and accordingly, new subsection (g) is not intended to preempt or restrict other valid means of ratifying acts or transactions or waiving requirements or to impair the effectiveness of any valid ratification or waiver previously effected. Section 3. This section amends Section 15-401(l) of the Act to provide that a partner may delegate any of its rights, powers or duties irrespective of whether it has a conflict of interest with respect to the matter as to which such rights, powers or duties are being delegated, and that the person or persons to whom any such rights, powers or duties are being delegated shall not be deemed conflicted solely by reason of the conflict of interest of the partner. The amendments to Section 15-401(l) create a different rule than the rule applied in cases such as Wenske v. Bluebell Creameries, Inc., 214 A.3d 958 (Del. Ch. 2019), that a conflicted principal is legally disabled from delegating authority over the subject matter as to which the principal is conflicted even to an independent delegatee. Section 4. This section amends Section 15-403 of the Act to make certain clarifying and conforming changes, and to provide that when a partner is entitled to obtain information for a stated purpose (whether pursuant to Section 15-403 or a partnership agreement), the partner’s right shall be to obtain such information as is necessary and essential to achieving that purpose, unless such right has been expanded or restricted in the partnership agreement. To the extent current law is that the “necessary and essential” test does not apply by default to (i) a partner’s right under Section 15-403(a) of the Act to obtain information from a partnership for a purpose reasonably related to the partner’s interest as a partner, or (ii) a partner’s right under a partnership agreement to obtain information from a partnership for a stated purpose, the first sentence of subsection (f) is intended to change that law. Section 5. This section provides that the proposed amendments to the Act shall become effective August 1, 2021.
This Act codifies the Opportunity Fund, an additional source of educational funding for Delaware public schools intended to support the increased needs of low income and English learner students, and establishes the parameters for how the funding is to be distributed to school districts and charter schools.
This resolution directs the Secretary of the Department of Human Resources to cause the Department to instruct Executive agency human resources to conduct an equity review and analysis for every employee new hire or new promotion across State Executive Branch agencies, including whether there are gender or racial inequities, utilizing the State’s advanced starting salary procedure, when reviewing the starting rate on initial appointment. The Secretary and the Department are also directed to develop a plan to remedy any inequities and issue a comprehensive written progress report to the General Assembly on or before October 30, 2021.
This Act, known as the Telehealth Access Preservation and Modernization Act of 2021, continues and enhances Delawareans’ access to telehealth and telemedicine services and, through the adoption of the Interstate Medical Licensure Compact, ensures that telehealth services can be provided through qualified medical practitioners in a streamlined and efficient pathway to licensure that meets the health care delivery system needs of the 21st century. With respect to telemedicine and telehealth, this Act consolidates the existing law relating to telehealth within a single new chapter applicable to all health-care providers authorized to practice telemedicine and participate in telehealth and makes permanent the telehealth flexibilities put in place for the Covid-19 pandemic. The Act carries through many of the changes embodied in the Covid-19 telehealth legislation passed by the 150th General Assembly in 2020 (HS 1 for HB 348 with HA1, signed 7/17/20), which will otherwise expire on July 1, 2021. The changes made in HB 348 that are made permanent by this Act include: 1. Removing all existing Title 24 statutory requirements that patients present in-person before telemedicine services may be provided. This Act continues the suspension of those requirements, but specifies that the requirement that a patient present in-person prior to the delivery of telemedicine services and telehealth is excused only under circumstances rendering an in-person examination impractical or when there is already an existing relationship established. 2. Modernizing the modality of permissible telemedicine and telehealth services; instead of limiting telehealth to interactions that must involve both audio and visual technology; this Act preserves flexibility for situations where patients do not have access to broadband connections or smartphones and need to consult with a physician by landline or audio-only cell phone, subject to existing professional standard of care requirements. Audio and visual visits will continue to be the preferable method for delivery of telehealth and telemedicine services. This Act also consolidates telehealth and telemedicine scope of practice, which currently appear in each separate chapters of Title 24 pertaining to regulated practitioners in order to provide consistent telehealth practice across license categories. This is increasingly important for facilitating integrated health-care services delivery, but it does not limit any of the existing authority of the State’s professional licensing boards in Title 24 to regulate their respective licensed professions and occupations. This Act adopts the Interstate Medical Licensure Compact (IMLC) in Delaware, joining the 29 States that are already members of the IMLC, including many of our neighboring states (Maryland is a member; Pennsylvania is in process of implementing the Compact; New Jersey has introduced IMLC legislation). https://www.imlcc.org/participating-states/ The long-term benefits of telehealth are best realized when accompanied by cross-state medical licensure capabilities available through adoption of the Interstate Medical Licensure Compact. The Compact creates a voluntary, expedited pathway to state licensure for physicians who want to practice medicine in multiple states. An eligible physician can qualify to practice medicine in multiple states by completing one application within the Compact, and receipt of separate licenses from each state in which the physician intends to practice. The Compact does not change the scope of Delaware’s authority to regulate physician practice under the existing Medical Practice Act. It simply creates another pathway for licensure.
This Act requires each school district and charter school to establish and implement a curriculum on Black History for students in grades K through 12. This Act incorporates contemporary events into discussions of Black History and the tools of experience.