Delaware General Corporation Law

News & Analysis as of

Delaware Court of Chancery Examines Relationship between Company’s Drag-Along Right and Stockholder’s Waiver of Right to Appraisal

In Halpin v. Riverstone National, Inc., the Delaware Court of Chancery examined the language of a stockholders’ agreement to determine whether Riverstone had properly exercised its contractual drag-along right and triggered a...more

Proposed Legislation Threatens Corporations' Ability to Select Forum

Current Delaware law permits a Delaware corporation to adopt a bylaw specifying an exclusive forum other than Delaware to litigate intra-corporate disputes, so long as there is a logical connection between the forum selected...more

Update: Proposed Amendments to DGCL, Including Ban on Fee-Shifting and Permitting Exclusive Forum Provisions

The Corporation Law Section of the Delaware State Bar Association has approved, in substantially the form proposed by the Delaware Corporate Council, amendments to the General Corporation Law of the State of Delaware (DGCL)...more

Corporate & Financial Weekly Digest - Volume X, Issue 15

In this issue: - Update: Proposed Amendments to DGCL, Including Ban on Fee-Shifting and Permitting Exclusive Forum Provisions - CFTC and Australian Regulator Sign Memorandum of Understanding Regarding...more

Blog: Corporation Section Of Delaware Bar Approves Amendments Re Fee Shifting And Forum Selection, Substantially As Proposed, And...

The Corporation Law Section of the Delaware Bar has approved, substantially as proposed, the amendments to the Delaware General Corporation Law proposed by the Delaware Bar’s Corporation Law Council regarding fee-shifting...more

Blog: Is There A Gaping Hole In The Proposed Delaware Legislation On Fee-Shifting Bylaws?

Leave it to a distinguished law professor to actually read the text of proposed legislation and locate the gaping hole in it. In this post, “Delaware Throws a Curveball,” Professor John Coffee analyzes the proposed Delaware...more

Delaware Bar Proposes Amendments to Ban Fee-Shifting Provisions and Allow Delaware-Only Forum Selection Provisions in Corporate...

The Council of the Corporation Law Section of the Delaware State Bar Association recently released proposed amendments to the Delaware General Corporation Law (DGCL) that would prohibit fee-shifting provisions in a...more

For Shareholder Inspection Demands, A Purpose Isn’t “Proper” When the Issue Has Already Been Decided

As we have previously discussed in prior posts, shareholder demands to inspect confidential corporate information are being made with increased frequency, and are forcing more and more companies to grapple with their legal...more

Delaware Proposal Banning Fee-Shifting and Permitting Exclusive Forum Provisions

Following the unexpected May 2014 decision of the Delaware Supreme Court in ATP Tour Inc. v. Deutscher Tennis Bund, 91 A.3d 554 (Del. 2014), upholding the validity of fee-shifting bylaws of a non-stock corporation, the...more

State Bar Council Proposes New Legislation for Delaware Fee-Shifting Ban and Delaware Court of Chancery Considers Fee-Shifting...

In December, we reported on the Delaware Court of Chancery’s continued validation of board-adopted forum-selection bylaws in City of Providence v. First Citizens BancShares, Inc., 99 A.3d 229, 234 (Del. Ch. 2014), and the...more

What’s New in Delaware: Fee-Shifting and Forum Selection Bylaws, Appraisal Rights and Rapid Confidential Arbitration

The Corporation Law Section of the Delaware State Bar Association recently approved amendments to the General Corporation Law of the State of Delaware (the “Proposed DGCL Amendments”), which would prohibit Delaware stock...more

Corporate & Financial Weekly Digest - Volume X, Issue 11

In This Issue: - Delaware Proposal Banning Fee-Shifting and Permitting Exclusive Forum Provisions - SEC Charges Insiders for Failure to Update Schedule 13D Disclosures - CBOE Proposes Amendments to...more

Delaware Court Refuses To Enforce Fee-Shifting Bylaw Against Former Shareholder Who Was Cashed Out Before Its Adoption

The validity of corporate bylaws providing for fee-shifting in lawsuits brought by shareholders has become a hot topic in the shareholder litigation landscape. In the wake of the Delaware Supreme Court’s 2014 decision in ATP...more

CorpCast Episode 2: Advancement 101 [Video]

We’re back with the second episode of CorpCast, Morris James LLP’s podcast discussing Delaware corporate and commercial law and practice. In “Advancement 101,” we discuss the fundamentals of advancement actions in Delaware’s...more

Stating Proper Purpose Doesn’t Guarantee Books-and-Records Entitlement

It is well settled that stockholders of Delaware companies generally have the right to inspect the company's books and records upon the showing of a proper purpose. However, as demonstrated in the Court of Chancery's decision...more

Fee-Shifting Bylaws: State of Play

The fate of “loser plays” fee-shifting bylaw/charter provisions has yet to be finally determined. As previously mentioned in a blog, fee-shifting language has, however, shown up in a number of ways, both with respect to...more

Significant Amendments to Delaware General Corporation Law

Those affiliated with or representing a Delaware business entity – in particular, a Delaware corporation – should be mindful of several significant proposed amendments to the Delaware General Corporation Law ("DGCL"), which,...more

CorpCast Episode 1: Sections, 204, 205 and In re Numoda [Video]

Morris James LLP’s Corporate and Fiduciary Litigation Group introduces CorpCast, a podcast discussing Delaware corporate and commercial law and practice. In this first episode, we discuss In re Numoda Corporation S’holders...more

Delaware Prepares To Eliminate Fee-Shifting Bylaws And Charters

The Delaware State Bar Association is submitting new legislation that will prohibit the use of fee-shifting bylaws or corporate charters for litigation involving “intracorporate” disputes. ...more

Blog: No Surprises In Delaware Bar’s Corporation Law Council Proposals On Forum Selection And Fee-Shifting Bylaws

The Delaware Bar’s Corporation Law Council is proposing amendments to the Delaware General Corporation Law that would address forum selection provisions, and, more significantly, the debate roiling the Delaware bar regarding...more

Delaware Court Grants Petition to Dissolve Joint Ventures

Earlier this month, the Delaware Chancery Court offered further guidance on 8 Del. C. § 273, which establishes a mechanism for the dissolution of a joint venture corporation with two 50 percent stockholders. The Chancery...more

Re-examining the M&A Playbook for Non-consenting Stockholders in Light of Cigna Health

In a case that is likely to impact M&A structuring for certain transactions, the Delaware Court of Chancery held that (1) stockholder release obligations found only in a letter of transmittal and not in the related merger...more

Master Denies Limits On Trading Following Inspection

A Master holds that the Court should not impose trading restrictions after a books and records inspection but should impose a confidentiality provision. ...more

Delaware Adopts Curative Procedures for Invalid Past Corporate Actions

Business lawyers frequently face mistakes their clients make in documenting what they want to accomplish in terms of corporate actions, such as issuing stock. Clients will ask for advice years after they have delivered stock...more

Delaware Independent Director Liability in Control Buyout Cases

The Delaware Supreme Court will address the standard for pleading that an independent director has breached fiduciary duties in connection with a controlling shareholder buyout. The issue was certified for interlocutory...more

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