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In this episode, Mayer Brown partners Andrew Noreuil and Brian Massengill discuss this year’s amendments to the Delaware General Corporation Law, which have fundamentally altered the landscape for conflicted transactions. Our...more
Not to be outdone by Delaware and Texas, the Nevada Senate voted unanimously on May 21, 2025, to adopt Assembly Bill No. 239 (AB 239), which provides for significant amendments to the Nevada Revised Statutes (NRS) governing...more
In re Oracle Corp. Deriv. Litig., C.A. No. 2017-0337 (Del. Jan. 21, 2025) - The Supreme Court affirmed the Court of Chancery’s decision in favor of the defendants in a derivative suit challenging Oracle’s acquisition of...more
Key Points - - While there have been some vocal critics of Delaware corporations law, few major companies have reincorporated in other states, and Delaware incorporation continues to offer substantial benefits to companies...more
Amendments to Section 144 of the Delaware General Corporation Law (DGCL) broaden safe harbor protections for interested director and officer transactions and extend such protections to controlling stockholder transactions....more
Yesterday’s post concerned the recent decision by U.S. District Court Judge Charles R. Eskridge in Rowe v. Doris, 2025 WL 963590 (S.D. Tex. Mar. 31, 2025). The case involved claims arising from the merger of two Nevada...more
In late March 2025, the Delaware General Assembly enacted, and Governor Matt Meyer signed, bipartisan legislation making significant amendments to the Delaware General Corporation Law (DGCL)....more
On March 25, Delaware governor, Matt Meyer, signed into law Substitute 1 to Senate Bill 21 (SB 21), following its rapid approval by the Delaware state legislature. This legislative measure aims to counter the current trend of...more
Eckert v. Hightower, C.A. No. 2024-0569-MTZ (Del. Ch. Mar. 24, 2025) - A board of directors approved compensation packages for the company’s CEO, who also was its controlling stockholder. The CEO was a member of the...more
On March 25, 2025, Delaware Gov. Matt Meyer signed amendments to the Delaware General Corporation Law (DGCL), introducing notable changes to Sections 144 and 220 of the DGCL. These amendments took immediate effect and may...more
In perhaps one of the most significant revisions to the Delaware General Corporation Law (DGCL), on March 25, 2025, the governor signed into law amendments overhauling much of the state’s law relating to conflicted...more
Delaware amended the Delaware General Corporation Law (the “DGCL”) to create safe harbors for transactions involving directors, officers and controlling stockholders and to limit both the documents subject to and the purposes...more
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
The State of Delaware, home to a majority of the so-called “Fortune 500” corporations, has been the subject of a variety of criticisms relating to corporate governance, director and officer litigation risk, controlling...more
On March 25, Delaware Governor Matt Meyer enacted a sweeping reform of the state’s corporate law, signing Senate Bill 21 into effect. The bill, which received bipartisan support in the legislature, aims to attract and retain...more
On March 25, 2025, significant amendments to the General Corporation Law of the State of Delaware (the DGCL), intended to provide greater certainty to transaction planners in light of recent Delaware case law developments,...more
As discussed in Foley’s Corporate Governance Update last month, SB 21: Delaware Responds In The DExit Battle, the Delaware legislature has been moving quickly to ensure that Delaware remains the preeminent home of choice for...more
On March 25, Delaware amended two (2) sections of the Delaware General Corporation Law (“DGCL”) in response to reports that prominent corporations are considering leaving Delaware in light of several significant court...more
On March 2025, a sweeping reform of the Delaware General Corporation Law (DGCL) took effect. SB 21 codifies safe harbors for conflicted transactions, clarifies director independence standards, and significantly tightens...more
On March 26, 2025, Delaware Governor Matt Meyer signed into law a significant piece of corporate legislation amending the Delaware General Corporation Law (“DGCL”). While subject to significant controversy among various...more
Our Securities Litigation and Securities Groups discuss the final version of Delaware’s SB 21 that brings the most impactful changes to Delaware corporate law in decades....more
On March 25, 2025, the Governor of Delaware signed into law Senate Bill 21 (SB 21) which amends Sections 144 and 220 of the Delaware General Corporation Law (DGCL) to codify and clarify safe harbors for transactions involving...more
On March 25, 2025, Delaware Governor Matt Meyer signed into law amendments to the Delaware General Corporation Law (Amendments). In a February 28, 2025, client alert, we addressed the initial iteration of the Amendments, and...more
Last week, as noted in this detailed blog by Cooley’s Cydney Posner, the sweeping – and somewhat controversial – changes to the Delaware General Corporation Law were signed into law. Now, the new “safe harbor” provisions...more
On March 25, 2025, the Delaware General Assembly enacted amendments to the Delaware General Corporation Law (the DGCL and such amendments, the DGCL Amendments), which were subsequently signed into law by the governor of...more