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Corporate Counsel › Shareholder Rights › Corporate Governance

DLA Piper

Amendments to Delaware General Corporation Law Expand Safe Harbor for Controlling Stockholder Transactions and Circumscribe Books...

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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

Fenwick & West LLP

Delaware Revamps Its General Corporation Law - Will It Be Enough to Keep Companies from Leaving?

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On March 25, 2025, Delaware Gov. Matt Meyer signed into law significant amendments to §§ 144 and 220 the Delaware General Corporation Law (DGCL)....more

Robins Kaplan LLP

Constituency Statutes: The Overlooked Predecessor to the ESG Movement

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ESG—environmental, social, and governance—has been the new hot topic for the last several years. Yet companies are still trying to come to grips with what it means and how they can address these varying and often competing...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Court Enjoins an ‘Extreme’ Stockholder Rights Plan

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On February 26, 2021, Vice Chancellor Kathaleen S. McCormick of the Delaware Court of Chancery permanently enjoined a stockholder rights plan — or so-called “poison pill” — with a 5% trigger that The Williams Companies, Inc....more

Orrick, Herrington & Sutcliffe LLP

Delaware Chancery Court Confirms that Inspection Rights to Books and Records of Delaware Companies Are Governed by Delaware Law,...

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On August 13, 2020, the Delaware Court of Chancery held that stockholders’ rights to inspect the books and records of Delaware companies are exclusively governed by the Delaware inspection statute, 8 Del. C. § 220...more

Parker Poe Adams & Bernstein LLP

The Rise of Principles-Based Corporate Governance

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In late July, executives at thirteen major companies and investor institutions published and widely advertised their “Commonsense Principles of Corporate Governance” for public companies, boards of directors and shareholders....more

Morris James LLP

Court of Chancery Explains When a Stockholder’s Right to Remove Directors May Be Limited to “For Cause” Only Removals

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Section 141(k) of the Delaware General Corporation Law (DGCL) contains the default rule that a corporation’s stockholders have the right to vote to remove directors from the board “with or without cause.” Section 141(k)...more

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