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Fiduciary Duty Stockholder Agreements Delaware General Corporation Law

Jenner & Block

Validity of Stockholder Agreements with Delaware Corporations

Jenner & Block on

Effective August 1, 2024, the Delaware General Corporation Law (“DGCL”) was amended to include a new Section 122(18), pursuant to which corporations are expressly permitted to enter into contracts that: 1. restrict or...more

Pillsbury Winthrop Shaw Pittman LLP

Important Delaware General Corporation Law Amendments Are Signed into Law amid Recent Delaware Chancery Court Decisions

The Delaware legislature adopted DGCL amendments that restore contract certainty for merger and stockholder agreements. The Delaware General Corporation Law (DGCL) now codifies the power of corporations to enter into valid...more

Morgan Lewis

Amendments to DGCL Proposed After Chancery Decisions on M&A Practice and Stockholder Agreements on Corporate Governance Rights

Morgan Lewis on

The Council of the Corporation Law Section of the Delaware State Bar Association has proposed amendments to the Delaware General Corporation Law that, if enacted by the General Assembly, will address issues raised in three...more

Wilson Sonsini Goodrich & Rosati

Recent Delaware Law Developments and Proposed Legislative Responses

The last several months have marked an extremely busy time in Delaware corporate law, with regard to decisions out of the Delaware courts, proposed legislative responses, and shifting market practices. In recent weeks in...more

Stinson - Corporate & Securities Law Blog

Fee-Shifting Provision in Stockholders Agreement Does Not Violate Delaware Law

Manti Holdings, LLC, et al. v. Authentix Acquisition Company, Inc. considered whether a “loser pays” fee-shifting provision in a stockholders’ agreement violated Delaware law.  In 2008, the Petitioners had all held stock in a...more

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