On July 11, 2024, the Supreme Court of Delaware, en banc, issued an important decision in Kellner v. AIM Immunotech Inc.,1 which arose from a challenge in the Delaware Court of Chancery involving advance notice bylaws that...more
On May 31, 2024, the Delaware Court of Chancery issued an important decision addressing several key areas of Delaware law related to merger litigation. The opinion indicates that the court will continue to closely scrutinize...more
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
4/8/2024
/ Acquisitions ,
Board of Directors ,
Capital Markets ,
Corporate Governance ,
Delaware General Corporation Law ,
General Assembly ,
Merger Agreements ,
Mergers ,
Proposed Amendments ,
Shareholders ,
Shareholders' Agreements ,
State Bar Associations ,
State Legislatures
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
On April 12, 2022, the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) that include provisions that, if enacted, would authorize...more
On February 7, 2022, Delaware’s governor signed a bill amending the Delaware General Corporation Law (DGCL) to expressly authorize Delaware corporations to purchase and maintain directors’ and officers’ (D&O) liability...more
Directors and officers (Ds&Os) face exposure to potential personal liability for claims made against them in their capacity as directors and officers of the companies that they serve. This article is part one in a two-part...more
On June 23, 2020, the Delaware General Assembly adopted amendments to the Delaware General Corporation Law (DGCL) proposed by the Delaware State Bar Association, including provisions confirming certain powers that a board of...more
On December 19, 2018, the Delaware Court of Chancery held that forum selection provisions contained in the certificate of incorporation of Delaware corporations are invalid to the extent that they require any claim under the...more
12/22/2018
/ Certificates of Incorporation ,
Class Action ,
Concurrent Jurisdiction ,
Delaware General Corporation Law ,
Federal v State Law Application ,
Forum Selection ,
Investor Protection ,
Investors ,
Private Right of Action ,
Removal ,
SCOTUS ,
Securities Act of 1933 ,
Securities Litigation ,
Shareholder Rights ,
SLUSA ,
State Law Claims ,
Unenforceable Contract Terms
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
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
4/26/2018
/ Amended Rules ,
Appraisal ,
Appraisal Rights ,
Corporate Charters ,
Defective Corporate Acts ,
Delaware General Corporation Law ,
Forfeiture ,
Mergers ,
Ratification ,
Short-Form Mergers ,
Stocks
On April 19, 2018, the Executive Committee of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware Limited Liability Company Act (the DLLCA), the Delaware Revised Uniform Limited Partnership...more
Delaware Gov. John Carney recently signed into law amendments to the Delaware Code altering certain fees and franchise taxes charged by the Delaware secretary of state. The most significant of these amendments raises the...more
On March 27, 2017, the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) that had been proposed by the DSBA Corporation Law...more
On June 16, 2016, Delaware Gov. Jack Markell signed into law amendments to the Delaware General Corporation Law (DGCL) described in our March 16, 2016, client alert. Among the amendments are changes to Section 262 to impose...more
6/20/2016
/ Appraisal Rights ,
Asset Purchaser ,
Board of Directors ,
Corporate Counsel ,
Delaware General Corporation Law ,
Mergers ,
New Amendments ,
Shareholder Rights ,
Shareholders ,
Short-Form Mergers ,
Stock Purchase Agreement ,
Tender Offers
On March 16, 2016, the Corporation Law Council of the Delaware State Bar Association announced proposed amendments to the Delaware General Corporation Law (DGCL) intended to address appraisal proceedings, Section 251(h)...more
We are pleased to share with you the inaugural issue of Insights: The Delaware Edition, a periodic publication addressing significant Delaware deal litigation and corporation law developments.
In This Issue:
- Q&A...more
10/23/2015
/ Aiding and Abetting ,
Appeals ,
Appraisal Rights ,
Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Bylaws ,
C-Suite Executives ,
Controlling Stockholders ,
COOs ,
Corporate Governance ,
Corporate Officers ,
Damages ,
DE Supreme Court ,
Delaware General Corporation Law ,
Directors ,
Disclosure-Based Settlements ,
Dole Food ,
Due Care ,
Duty of Loyalty ,
Entire Fairness Standard ,
Fee-Shifting ,
Fiduciary Duty ,
Forum Selection ,
Fraud ,
Joint and Several Liability ,
Judicial Appointments ,
Mergers ,
Multidistrict Litigation ,
Principal Place of Business ,
Release Agreements ,
Remedies ,
Securities Litigation ,
Settlement ,
Shareholder Litigation ,
Special Committees ,
Standard of Review ,
State of Incorporation ,
Take-Private Transactions ,
Unfair Dealing