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Section 220 of the Delaware General Corporation Law (“DGCL”) was recently amended by Delaware Senate Bill 21 to reflect the Delaware legislature’s efforts to continue to provide a business-friendly environment and preserve...more
In an effort to reverse corporate departures from Delaware, its state legislature amended the Delaware General Corporation Law to overturn multiple Chancery Court decisions....more
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
The Q1 2025 edition of the Public Company Watch highlights critical updates and regulatory changes affecting public companies. Staying informed on these topics is crucial for effective compliance and strategic planning....more
Whether a party is a controlling stockholder in a conflicted transaction determines the standard of review. If a stockholder owns more than 50% of the voting shares and therefore can control the board, there is no question it...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
Delaware Governor Matt Meyer signed into law substantive amendments to Section 220 of the Delaware General Corporation Law (Section 220), the statute that allows stockholders of corporations organized under Delaware law to...more
The governor of the State of Delaware—consistent with his pledge to protect the “Delaware franchise”—recently signed into law amendments to Section 144 of the Delaware General Corporation Law (the DGCL) relating to certain...more
Last week, the Delaware Governor signed a bill amending Section 144 of Delaware General Corporation Law (“DGCL”) to create a safe harbor from litigation for transactions between corporations and their controlling...more
On March 25, 2025, Delaware Gov. Matt Meyer signed Senate Bill 21 into law. The new laws amend Section 144 of Title 8 of the Delaware General Corporation Law (DGCL) to change how interested-director, interested-officer and...more
On March 25, 2025, Senate Bill 21, which significantly amends the Delaware General Corporation Law (DGCL), passed the Delaware General Assembly and was signed into law by Governor Matt Meyer....more
On February 17, 2025, Delaware legislators introduced proposed Senate Bill 21, providing for amendments to Sections 144 and 220 of the Delaware General Corporation Law (DGCL)....more
Our Securities Litigation and Securities Groups review revisions proposed by the Delaware State Bar Association’s Corporation Law Council to a Delaware bill (SB 21) that would significantly impact the state’s statutory...more
As public companies prepare their 2022 annual reports and 2023 proxy statements, they will need to contend with a host of new requirements and disclosure updates stemming from the current geopolitical and economic...more
More than a decade ago in the seminal case Gantler v. Stephens, the Delaware Supreme Court clarified that officers of Delaware corporations owe the same fiduciary duties of care and loyalty that directors owe to the...more
2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more