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Fenwick & West LLP

Delaware Amends General Corporation Law to Stanch Company Exodus

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On March 25, Delaware adopted significant amendments to §§ 144 and 220 of the Delaware General Corporation Law which aim to provide greater clarity and predictability to corporate fiduciaries in light of certain recent...more

Benesch

Delaware Amends DGCL Section 144 to Add Safe Harbors for Interested and Controlling Stockholder Transactions

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On March 25, 2025, the governor of Delaware signed into law significant changes to Section 144 of the Delaware General Corporation Law (“DGCL”). The changes provide safe harbors to Boards of Directors and controlling...more

BCLP

Delaware Adopts Safe Harbors for Conflicted Transactions and Narrows Right of Stockholders to Demand Books and Records

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The safe harbors provide protection against claims for equitable relief or damages, subject to certain limitations, as described below. The amendments became effective immediately for all acts and transactions, whether...more

Troutman Pepper Locke

2025 DGCL Amendments Take Effect, Introducing Sweeping Safe Harbor Provisions for Conflict Transactions

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On March 25, 2025, sweeping changes to the Delaware General Corporation Law (the DGCL) took effect (the amendments). The amendments introduce new “safe harbor” provisions designed to cleanse conflict transactions involving...more

Jones Day

Delaware Restores Balance and Provides Greater Certainty for Fiduciaries and Stockholders Alike

Jones Day on

On March 25, 2025, Delaware enacted amendments to the Delaware General Corporation Law ("DGCL") that provide much-needed clarity, promote predictability for the benefit of stockholders and fiduciaries alike, and appropriately...more

Fenwick & West LLP

Delaware Adopts Important Amendments to Its General Corporation Law

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On July 17, 2024, Delaware Gov. John Carney signed into law significant amendments to the Delaware General Corporation Law (DGCL), which will become effective on August 1, 2024. The amendments were articulated in Delaware...more

Womble Bond Dickinson

Delaware Extends Exculpation Rights to Senior Officers: Updates and Guidance on Corporate Charter Amendments

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Since 1986, Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”) has allowed corporations to include an exculpation provision in their certificate of incorporation that eliminates or limits the personal...more

BCLP

Delaware Corporate Law Developments: What You Need to Know for 2023

BCLP on

Delaware corporate law continually evolves, and 2022 was no exception. As the year draws to a close and proxy season approaches, here are highlights of significant changes that may impact 2023 annual meeting plans, among...more

Goodwin

New Amendment to Delaware General Corporation Law Solidifies Delaware’s Status as Welcoming of Benefit Corporations

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Since the 2013 adoption of a new subchapter to the Delaware General Corporation Law, which provided corporate entities the ability to be formed as, or convert into, a public benefit corporation, Delaware has been an...more

Goodwin

Replacing Traditional Capitalization Tables with Blockchain-Based Ledgers

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Delaware amended the Delaware General Corporation Law (DGCL) and the Delaware Limited Liability Company Act (DLLCA) in 2017 and 2018, respectively, to permit corporations and limited liability companies to represent capital...more

K&L Gates LLP

What’s New in Delaware: Fee-Shifting and Forum Selection Bylaws, Appraisal Rights and Rapid Confidential Arbitration

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The Corporation Law Section of the Delaware State Bar Association recently approved amendments to the General Corporation Law of the State of Delaware (the “Proposed DGCL Amendments”), which would prohibit Delaware stock...more

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