Litigation developments: core M&A and corporate governance doctrines
Compliance Perspectives: Due Diligence and Ultimate Beneficial Ownership (UBO)
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
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
The Governor of Delaware has signed into law Senate Bill 21 (SB 21), which amends certain sections of the Delaware General Corporation Law (DGCL) governing controlling stockholder transactions under DGCL Section 144 and...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
Delaware lawmakers recently enacted Senate Bill 21, a sweeping reform that significantly amends several sections of the Delaware General Corporation Law (DGCL). The law introduces significant revisions aimed at increasing...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
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
Several recent decisions in Delaware courts have driven a variety of companies to publicly initiate actual or threatened reincorporation out of Delaware. After fallout from these cases and corporate actions, Delaware...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
On March 25, 2025, the Delaware Governor, Matthew Meyer, signed into law Senate Bill 21 (“SB 21”) which amends Sections 144 and 220 of the Delaware General Corporation Law (the “DGCL”). SB 21 codifies (a) the process to...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
The Delaware Legislature passed, and Delaware Gov. Matt Meyer signed on March 25, 2025, the landmark Senate Bill 21. Senate Bill 21 amends the Delaware General Corporation Law (the "DGCL") in significant ways, with broad...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, the governor of Delaware signed into law Senate Bill 21, over much opposition from the plaintiffs’ bar and some academics. The bill, which amends Sections 144 and Section 220 of the Delaware General...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
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
Last week, Delaware approved legislation overhauling the Delaware General Corporation Law (DGCL). As detailed below, the amendments to the DGCL ease certain restrictions applicable to “conflicted controller” transactions, and...more
On March 25, 2025, Delaware Gov. Matt Meyer signed into law significant amendments to §§ 144 and 220 the Delaware General Corporation Law (DGCL)....more
On March 25, 2025, Delaware Governor Matt Meyer signed into law Senate Bill 21, amending Sections 144 and 220 of Title 8 of the Delaware General Corporation Law (DGCL). The legislation responds to recent concerns over...more
Delaware Governor Matt Meyer signed Senate Bill 21 into law on March 26 this year. Setting aside the polarized rhetoric that occasioned the Bill’s proposal and journey through the approval process, it is significant – and...more
In an effort to maintain its status as the leading state for incorporation, Delaware has made historic and significant changes to its General Corporation Law (DGCL) that make it more difficult for shareholders to challenge...more