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Proposed Amendments Delaware General Corporation Law Shareholders

Fenwick & West LLP

Nevada Enacts Major Changes to Entice Corporations

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Nevada advanced its quest to challenge Delaware as the go-to state for incorporation on May 30, 2025, when Gov. Joe Lombardo signed significant amendments to the Nevada Revised Statutes that govern corporations there....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

Goodwin

Delaware Creates More Corporate Clarity and Overhauls Rules Governing Conflicted Transactions

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In February 2025, the Delaware General Assembly introduced legislation to significantly amend Section 144 of the Delaware General Corporation Law (DGCL) to improve the legal framework surrounding transactions involving...more

Goodwin

What Are “Books and Records”? Delaware Reduces Uncertainty Surrounding Stockholder Inspection Rights

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With the whirlwind of recent events threatening Delaware’s standing as the preeminent jurisdiction for incorporation in America, press coverage understandably has centered around certain high-profile billionaires and the...more

Fenwick & West LLP

Delaware Senate Unanimously Approves Proposed Corporate Law Amendments

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On March 13, 2025, the Delaware Senate unanimously approved proposed amendments to the Delaware General Corporation Law, which would, among other things, provide a new safe harbor for “interested” transactions involving...more

Lathrop GPM

Revisions To Delaware SB 21 Made Public After Initial Draft Criticized As Too Controller-Friendly

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On March 3, a committee of the Delaware State Bar Association (DSBA) announced revisions to Senate Bill 21 (SB 21) aimed at paring back some of the proposed protections seen as too controller-friendly....more

Cole Schotz

Proposed Amendments to the Delaware General Corporation Law

Cole Schotz on

On February 17, 2025, significant amendments to the General Corporation Law of the State of Delaware (the DGCL) were proposed directly by the Delaware General Assembly via Senate Bill No. 21, signaling important updates for...more

Fenwick & West LLP

Delaware Proposes Significant Amendments to the Delaware General Corporation Law

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On February 17, 2025, Senate Bill No. 21 was introduced in the Delaware State Senate to amend the Delaware General Corporation Law (DGCL)....more

Lathrop GPM

Significant Amendments Proposed to the DGCL to Stem Business Defections to Other States

Lathrop GPM on

Proposed amendments to the Delaware General Corporation Law (DGCL) introduce safe harbors for liability from transactions involving directors, officers and controlling stockholders and define and limit a stockholder’s right...more

Skadden, Arps, Slate, Meagher & Flom LLP

Proposed DGCL Amendments Would Expressly Authorize Stockholders’ Agreements and Align DGCL Provisions with Current M&A Practices

On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) in order to align the DGCL’s provisions...more

Venable LLP

Court of Chancery Provides Further Guidance on Advance Notice Bylaw Amendments Amidst a Proxy Contest

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Hi In “a tale of wins and losses on both sides,” the Delaware Court of Chancery reiterated that advance notice bylaws adopted amid an approaching proxy contest are reviewed through the lens of enhanced judicial scrutiny to...more

Skadden, Arps, Slate, Meagher & Flom LLP

Proposed Changes to Delaware Law Would Facilitate Ratification of Defective Corporate Acts, Disposition of Pledged Assets, Stock...

The proposed 2023 amendments to the Delaware General Corporation Law (DGCL) approved by the Delaware State Bar Association are intended to address a number of practical issues facing corporations and their counsel and to...more

Troutman Pepper

2014 Proposed Amendments To Delaware General Corporation Law

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On April 17, the Corporation Law Section of the Delaware State Bar Association proposed amending the Delaware General Corporation Law, 8 Del. C. §§ 1-101, et seq. (the DGCL). If the proposed legislation is enacted, the...more

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