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Defective Corporate Acts

Paul Hastings LLP

Public Company Update: 2023 DGCL Amendments Now Effective

Paul Hastings LLP on

On August 1, 2023, the Delaware legislature’s most recent amendments to the Delaware General Corporation Law became effective. The amendments include a number of changes designed to simplify pertinent matters for Delaware...more

Troutman Pepper

2023 Amendments to DGCL Streamline Ratification of Defective Corporate Acts, Stock Splits, and Other Corporate Actions

Troutman Pepper on

The latest proposed amendments to the Delaware General Corporation Law (DGCL) will simplify the process for ratifying defective corporate acts; eliminate or reduce the stockholder vote required to authorize some types of...more

Venable LLP

Changes to Maryland General Corporation Law and Maryland REIT Law Effective October 1, 2022

Venable LLP on

​​​​​​​The General Assembly of Maryland has enacted House Bill 996/Senate Bill 879 (Chapters 289 and 290 of the Laws of Maryland 2022) and House Bill 999/Senate Bill 431 (Chapters 292 and 293 of the Laws of Maryland 2022),...more

Foley & Lardner LLP

Senate Bill 218: California’s proposal to remedy defective corporate acts

Foley & Lardner LLP on

Since its enactment in 2014, Section 204 of the Delaware General Corporation Law (DGCL) has provided direct mechanisms for a corporation's board of directors and stockholders to ratify defective corporate acts. Other states,...more

Miles & Stockbridge P.C.

ALERT: New Laws Affecting Maryland Business Entities Take Effect October 1

On May 12, 2022, Governor Hogan signed several bills into law that will affect the formation, ownership and operation of business entities under Maryland law. Below is a summary of the new laws. Most noteworthy is the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Can It Be Fixed? Further Judicial Guidance Concerning Sections 204 and 205

As discussed in an earlier edition of Insights: The Delaware Edition, Sections 204 and 205 of the Delaware General Corporation Law (DGCL) provide methods for Delaware corporations to unilaterally ratify defective corporate...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Enacts Amendments to LLC Act and Delaware General Corporation Law

On July 24, 2018, Delaware Gov. John Carney signed into law amendments to the Delaware Limited Liability Company Act (DLLCA) and the Delaware General Corporation Law (DGCL) (collectively, the Acts), which are intended to keep...more

Troutman Pepper

New Amendments to Delaware General Corporation Law Take Effect

Troutman Pepper on

On August 1, several amendments to the Delaware General Corporation Law, 8 Del. C. § 1-101 et seq. (the DGCL), became effective. The most notable amendments alter (1) the availability of statutory appraisal rights and (2) the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Amendments Would Apply ‘Market Out’ Exception to Section 251(h) Back-End Mergers, Clarify Ratification Procedures

On April 19, 2018, the Executive Committee of the Delaware State Bar Association approved proposed amendments to the Delaware General Corporation Law (DGCL). This year’s amendments would provide for the application of the...more

White and Williams LLP

2018 Proposed Amendments to the Delaware General Corporation Law on Appraisal Rights and Ratification of Defective Acts

White and Williams LLP on

The Corporate Council of the Corporation Law Section of the Delaware State Bar Association recently released its proposed amendments to the Delaware General Corporation Law (DGCL) for 2018. Noticeably, the proposed amendments...more

Farrell Fritz, P.C.

What Can’t be Cured, Must be Endured: Delaware Limits Defective Corporate Act Ratification

Farrell Fritz, P.C. on

A recent Delaware Chancery Court decision provides important guidance on what types of defective corporate acts may be ratified under Section 204 of the Delaware General Corporation Law (the “DGCL”), and what types may not....more

Skadden, Arps, Slate, Meagher & Flom LLP

"Sections 204 and 205 of Delaware Corporation Law: Effective Tools to Remedy Defective Corporate Acts"

Since they became effective in 2014, Sections 204 and 205 of the Delaware General Corporation Law (DGCL) have provided mechanisms for a corporation to unilaterally ratify defective corporate acts or seek relief from the Court...more

Morris James LLP

Court Of Chancery Holds Section 205 Is Limited To Validating Action

Morris James LLP on

In a case of first impression, the Court holds that Section 205 of the DGCL can only be used to validate defective corporate actions, not to declare an action invalid. While a similar claim might be made in a Section 225...more

Womble Bond Dickinson

Delaware General Corporation Law Amendments

Womble Bond Dickinson on

On June 24, 2015, Delaware Governor Jack Markell approved several important amendments to the Delaware General Corporation Law (the “DGCL”),[1] with such amendments generally becoming effective on August 1, 2015. These...more

Brownstein Hyatt Farber Schreck

2015 Nevada Business Entities Law Update

The 78th Session of the Nevada Legislature made a number of changes to provisions of Title 7 of the Nevada Revised Statutes (NRS) governing business entities, including corporations, limited liability companies and limited...more

McCarter & English, LLP

Amendments to Delaware General Corporation Law Allow Delaware Corporations to Ratify Defective Corporate Acts

Effective April 1, 2014, the Delaware General Corporation Law (“DGCL”) has been amended to include new Sections 204 and 205 that will provide Delaware corporations with an avenue to cure certain defective corporate acts,...more

Akin Gump Strauss Hauer & Feld LLP

DGCL Sections 204 and 205 Go Into Effect April 1, 2014

Tomorrow, on April 1, 2014, some potentially important new provisions in the Delaware General Corporation Law (the DGCL) will go into effect....more

Sheppard Mullin Richter & Hampton LLP

Applying a Legal Bandaid to Defective Acts: Delaware Law Creates New Procedures to Ratify Defective Corporate Acts

On June 30, 2013, the State of Delaware amended the Delaware General Corporations Law (the “DGCL”) to include two new sections, Section 204 and Section 205 (together, the “Ratification Provisions”). Set to take effect on...more

McDermott Will & Emery

Delaware Law to Provide for Ratification of Defective Corporate Acts as of April 1, 2014

McDermott Will & Emery on

It is quite common during the course of legal due diligence to discover that a target company has issued more stock than it had legally authorized through its certificate of incorporation. Many companies, particularly...more

Wilson Sonsini Goodrich & Rosati

Recent Delaware Decision Highlights Importance of Formalities in Issuing Stock and Potential Utility of New Statutory Ratification...

Late last year, Vice Chancellor John Noble of the Delaware Court of Chancery issued a decision in Boris v. Schaheen that highlights the importance of following formalities when issuing stock. The decision found an array of...more

Akin Gump Strauss Hauer & Feld LLP

2013 Changes to Delaware Corporate and LLC Law

In this alert we summarize the most important recent additions and amendments to the Delaware General Corporation Law (the “DGCL”) and the Delaware Limited Liability Company Act (the “DLLCA”). These changes include...more

Foley & Lardner LLP

New Amendments to Delaware Law Impacts Mergers and Defective Corporate Acts

Foley & Lardner LLP on

Delaware recently passed amendments to its General Corporation Law, which will impact corporate and acquisition rules for the automotive industry. The amendments add several new provisions to the DGCL, including provisions...more

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