"Marla H. Norton of Bayard’s Business Entity Group “is experienced in the alternative entity space and is frequently called upon to provide third-party legal opinions.”
– Chambers USA 2016
As one of Delaware’s most trusted law firms, Bayard provides experienced, reliable, and cost-effective counsel in the planning and execution of a comprehensive range of transactions covering the full life cycle of Delaware corporate and alternative entities -- namely, corporations, partnerships (general and limited, including limited liability partnerships and limited liability limited partnerships), limited liability companies, and statutory trusts.
Bayard’s reputation for insightful legal guidance and responsiveness in matters involving Delaware’s unique body of law governing business organizations was earned over 50 years of successfully serving the needs of business owners, general counsel and lead counsel outside Delaware, and other stakeholders both locally and across the nation. Bayard lawyers understand the nuances of the various Delaware entity statutes and bring their experience to bear in guiding clients through the formation process and organic changes to various business organizations, including amendments to organizational documents and transformational changes to the entity type, jurisdiction of organization and business combinations.
Our attorneys’ extensive experience covers a variety of entity law transactions and advice. Bayard lawyers advise clients on a full range of issues involving Delaware business entities, and draft necessary documentation as to matters including:
Initial entity selection and formation, including drafting of corporate organizational documents, limited liability company operating agreements, and partnership agreements.
Stock purchase agreements and limited liability company member purchase transactions.
Mergers and consolidations.
Delaware domestications, transfer or continuance transactions involving a change of domicile or dual domicile.
Transactions involving series limited liability companies and series limited partnerships (including establishment protected series and registered series, series mergers, series conversions and series terminations and winding up).
Division transactions.
Conversions from one entity type to another.
Delaware statutory trust formation and advice, including advice about statutory trust series.
General partnership matters, including statements of existence and statements of qualification for limited liability partnerships.
Dissolution, termination and winding up.
Revocation of dissolution.
Formation and maintenance of bankruptcy remote special purpose entities.
Shareholders’ agreements, buy-sell agreements and voting agreements
Other Delaware law matters relating to capital markets, private equity, and venture capital
From routine transactions to those involving a high level of complexity, Bayard’s team demonstrates proficiency and agility.
Unlike larger, rigidly segmented firms, Bayard ensures personalized attention to each client’s matter with the ability to access supplemental expertise within the firm if it achieves the client’s objective efficiently. Bayard’s accomplished business law team includes attorneys recognized nationally for their exceptional competence in corporate and alternative entity practice every year since 2008.*
Bayard is honored to be Delaware’s only member of the Meritas global alliance of independent law firms, an invitation-only group of firms maintaining the highest standards of legal acumen and service.
*Chambers USA: America’s Leading Lawyers for Business 2022 guide
Comparison of Delaware Business Entities
A chart summarizing Delaware alternative entity law, prepared by Bayard Director Marla H. Norton, is set forth below. The chart provides an overview of significant features of each entity type and highlights the default rules of each.
