The Delaware General Assembly has recently approved a number of amendments to the Delaware General Corporation Law, which have been signed into law by Gov. Jack Markell. As described below, the amendments are of a fairly technical nature but nevertheless important in the circumstances in which they apply.

These amendments will become effective on August 1, 2012, with the exception of the amendments to Section 377 adding subsections (d) and (e), which will become effective on August 1, 2013.

Amendments Relating to Certain Certificates of Merger or Consolidation

A certificate of merger or consolidation executed in accordance with Section 103 now must state the type of entity of each of the constituent entities when filed in connection with certain mergers and consolidations involving entities other than domestic corporations.

Conforming amendments to Sections 254(d)(1), 263(c)(1), 265(c)(2) and 267(a) have been made.

Please see full memorandum below for more information.