Business Entities

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

Delaware entity laws are renowned for their flexibility, predictability and consistent evolution to meet the needs of the marketplace.

Bayard Business Entities attorneys:

• have significant experience with the formation and operation of Delaware business entities, including corporations, limited liability companies, general and limited partnerships and statutory trusts.

• are intimately familiar with the flexibility and advantages that make Delaware business entities favored choices for doing business.

• are knowledgeable about fiduciary duty matters and the interplay between the “default” rules applicable to unincorporated business entities and the provisions in their governing documents.

• are experienced with the use of bankruptcy-remote “special purpose” entities in structured finance and securitization transactions, conduit loan and other credit and insurance-related transactions.

• serve clients ranging from small, local business organizations and start-up venture businesses to existing enterprises choosing Delaware business entities as holding companies or to implement acquisitions, investments, restructurings or projects.

• are accustomed to advising clients with respect to issues arising during all stages of the life cycle of a business organization.

• are adept with the domestication of foreign entities in Delaware as well as redomestication of Delaware entities in other jurisdictions.

• have advised clients regarding the risks and advantages of alternative entities with series imposing a limitation on interseries liabilities.

• are accustomed to responding to client needs on an expedited basis when a matter is time-sensitive.

Bayard attorneys prepare and review:

Amendments and filings for all entity types

Certificates of incorporation and corporate bylaws

Partnership agreements

Limited liability company operating agreements

Trust agreements or declarations of trust for statutory trusts

Legal opinions for clients and third parties

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. (Click on the chart to expand for viewing.)

Bayard attorneys provide client and third party legal opinions in a variety of business transactions addressing matters of Delaware law, including but not limited to issues of corporate law, alternative entity law, Uniform Commercial Code and other applicable laws.

Third party legal opinions include legal opinions addressed to governmental agencies or to parties with whom the client is engaging in a transaction. The recipient of the opinion will generally supply the substance of the opinions. The form and substance of the opinion may be negotiated as between the opining law firm and the client.

Bayard routinely issues third party legal opinions in the following contexts:

• Corporate/M&A opinions

• Loan Closing Opinions

• Single Member LLC/Nondissolution/Statutory Trust Opinions

• Authority to File Bankruptcy Opinions

• Substantive Nonconsolidation Opinions

• Enforceability Opinions

• Cross-Border Legal Opinions

• Reasoned Opinions

• HUD/Fannie Mae/Freddie Mac/Agency Opinions

Bayard provides opinions to clients in the following areas:

• Corporate legal opinions on matters including a corporation’s ability to lawfully declare dividends, to redeem or repurchase shares of stock or to engage in another transaction which requires analysis of the law and its application to facts. Corporate opinions to clients are generally reasoned opinions which recite the applicable standard and the relevant facts, cite to analogous case law and reach a conclusion. Such opinions are generally for the client only, but may be an exhibit to an SEC filing or may be provided to other parties to a prospective transaction with Bayard’s written consent.

• Corporate clients may request a written legal opinion as to their rights under a contract, or some other matter as to which they wish to establish their reliance upon the advice of counsel as their basis for action or inaction.

• In international loan transactions, the foreign lender may retain counsel to provide certain legal opinions relative to the borrower, either as an alternative to receiving a third party legal opinion from the borrower’s counsel or sometimes in addition to a third party legal opinion.