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Seyfarth Shaw LLP

Texas Adopts Business-Friendly Amendments to Its Corporate Code—A Response to Delaware?

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As states compete to become the preferred jurisdiction for incorporation, Texas has taken a bold step with significant amendments to its Texas Business Organizations Code. Following Delaware’s recent pro-management...more

Allen Matkins

Nevada Legislature Approves Amendments To The State's Corporate Law

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In prior posts, I have discussed some the changes that AB 239 would make to Nevada's corporate law.  Last week, I testified in my individual capacity in support of the bill before the Senate Judiciary Committee.  On Wednesday...more

ArentFox Schiff

Delaware’s New Approach To Interested Director and Minority Stockholder Protections

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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

Wyrick Robbins Yates & Ponton LLP

Amendment of Section 220 of the Delaware General Corporate Law

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

Foley & Lardner LLP

Delaware Enacts Significant Changes to Delaware General Corporation Law

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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

Perkins Coie

Delaware Significantly Narrows Scope of Stockholder Inspection of Corporate Books and Records

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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

Mintz Edge

The Delaware Empire Strikes Back to Protect its Turf!

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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

Alston & Bird

Delaware Legislators Swiftly Enact Proposed Changes to Corporate Code

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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

Vorys, Sater, Seymour and Pease LLP

Significant Amendments to Delaware General Corporation Law Enacted

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

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Amendments Provide Safe Harbors for Interested D&O and Controller Transactions, and Restrict Books and Records Demands

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

Cadwalader, Wickersham & Taft LLP

Delaware Governor Signs Senate Bill 21 into Law, Significantly Amending Delaware Corporate Law

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

Jones Day

Will the 'Business Judgment Rule' Be Bigger (and Better) in Texas?

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On February 27, 2025, Senator Bryan Hughes (R-Tyler) filed Senate Bill 29 (S.B. 29), proposing several corporate reforms designed to cement Texas as the premier business-friendly jurisdiction in the nation. If enacted, S.B....more

Fox Rothschild LLP

Stopping ‘Dexit': Delaware Makes Significant Changes to Its General Corporation Law

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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

White and Williams LLP

Delaware Passes Senate Bill 21, Altering the Balance Between Shareholders and Corporations

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On Tuesday evening, following two hours of debate and five failed amendments, bipartisan Senate Bill 21 (“SB 21”) passed the Delaware House and was quickly signed by Delaware Governor Matt Meyer. SB 21, which, in part, was a...more

Woodruff Sawyer

The End of an Empire? Companies Are Getting More (Dela)Wary

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In the brilliant long-form podcast Fall of Civilizations, author Paul Cooper gives listeners a sense of how average citizens living in Tenochtitlan, Angkor Wat, Rome, and Constantinople may have felt as once-mighty empires...more

Cooley LLP

Delaware SB 21 signed into law

Cooley LLP on

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

Jones Day

Delaware Restores Balance and Provides Greater Certainty for Fiduciaries and Stockholders Alike

Jones Day on

On March 25, 2025, Delaware enacted amendments to the Delaware General Corporation Law ("DGCL") that provide much-needed clarity, promote predictability for the benefit of stockholders and fiduciaries alike, and appropriately...more

Wilson Sonsini Goodrich & Rosati

Delaware Enacts Landmark Corporate Law Amendments

On March 25, 2025, the Delaware legislature and Governor enacted landmark amendments to the Delaware General Corporation Law that will have significant impacts for Delaware corporations and transaction planning. The...more

Cooley LLP

Will an opt-in mechanism resolve the melee over Delaware’s controversial SB 21?

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As widely reported, the Delaware legislature has responded to increasing chatter and speculation about the intentions of some companies—as well as action in some cases—to change their states of incorporation from Delaware to...more

Butler Snow LLP

A “Course Correction” to Delaware’s General Corporation Law May be on the Horizon

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On February 17, 2025, the Delaware General Assembly introduced a bill seeking to amend two sections in the General Corporation Law: Sections 144 and 220 of Title 8. On March 12, 2025, the Senate introduced a substitute for...more

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