Andrew Noreuil

Mayer Brown

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Navigating Recent Amendments To The Delaware General Corporation Law: Governing Conflicted Transactions

In this episode, Mayer Brown partners Andrew Noreuil and Brian Massengill discuss this year’s amendments to the Delaware General Corporation Law, which have fundamentally altered the landscape for conflicted transactions. Our...more

5/29/2025 / Board of Directors , Conflicts of Interest , Controlling Stockholders , Corporate Governance , Delaware General Corporation Law , Fiduciary Duty , New Legislation , Safe Harbors , Shareholder Litigation , Shareholders

Developments and Trends in Delaware Officer Exculpation Charter Amendments

In August 2022, the Delaware General Assembly amended the Delaware General Corporation Law (“DGCL”) to allow corporations to adopt charter provisions exculpating certain officers from personal liability for monetary damages...more

6/27/2024 / Board of Directors , Breach of Duty , Corporate Charters , Corporate Governance , Delaware General Corporation Law , Duty of Care , Exculpatory Clauses , Personal Liability , Publicly-Traded Companies , Shareholders

DGCL Amendments Proposed to Address Recent Delaware Court of Chancery Decisions Affecting Stockholder Agreements, Board Approvals...

Three recent decisions from the Delaware Court of Chancery (the “Court”) have upended long-standing market practice related to, among other matters, stockholder agreements, board approvals of merger agreements and the...more

6/25/2024 / Corporate Governance , Delaware General Corporation Law , Elon Musk , Merger Agreements , Shareholder Litigation , Shareholders , Stockholder Agreements

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