What the Delaware McDonald's Decision Means for Corporate Officers and Compliance Programs
One Month to a More Effective Compliance Program with Boards - Day 1 - Legal Requirements of the Board Regarding Compliance
Nonprofit Quick Tips: Secretary of State Filings in California and Delaware
Compliance into the Weeds - McDonald’s and Duty of Corporate Officer Oversight
A Compliance Officer Turned Board Member's Advice
On March 25, 2025, Delaware enacted an amendment (the “Amendment”) to Section 220 of the Delaware General Corporation Law (“DGCL”). The Amendment clarifies what materials constitute a corporation’s “books and records.” It...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
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
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
Controversial Delaware SB 21 was signed into law last evening after passage yesterday by the legislature. According to this Statement from the office of Delaware Governor Matt Meyer, the Governor has “signed Senate Bill 21...more
Stockholders in a Delaware corporation are entitled to inspect certain of the company’s books and records, under Delaware General Corporation Law Section 220. A prerequisite to inspection is that the stockholder has a proper...more
In a recent decision, Roberta Ann K.W. Wong Leung Revocable Trust v. Amazon.com, Inc., No. 2023-1251-BWD (Del. Ch. Oct. 24, 2024), the Delaware Court of Chancery answered that question in the affirmative, shutting down a...more
Delaware courts have historically been reluctant to allow Caremark (or “board oversight”) claims to gain traction, describing such a claim as “possibly the most difficult theory in corporation law upon which a plaintiff might...more
For decades, Delaware courts have encouraged stockholders to use the “tools at hand” — before initiating lawsuits — by obtaining corporations’ books and records through 8 Del. C. § 220 (Section 220). As described in prior...more
In this issue, we discuss recent Delaware court decisions further developing the bounds around books and records demands. Other articles focus on recent developments concerning advance notice bylaws and the standards used by...more