News & Analysis as of

Shareholders Controlling Stockholders Safe Harbors

Tarter Krinsky & Drogin LLP

Significant DGCL Amendments Expand Protections for Corporate Insiders

Amendments to Section 144 of the Delaware General Corporation Law (DGCL) broaden safe harbor protections for interested director and officer transactions and extend such protections to controlling stockholder transactions....more

ArentFox Schiff

Delaware’s New Approach To Interested Director and Minority Stockholder Protections

ArentFox Schiff on

On March 25, Delaware governor, Matt Meyer, signed into law Substitute 1 to Senate Bill 21 (SB 21), following its rapid approval by the Delaware state legislature. This legislative measure aims to counter the current trend of...more

Shook, Hardy & Bacon L.L.P.

Developments in Delaware Corporate Law

On March 25, 2025, Delaware Gov. Matt Meyer signed amendments to the Delaware General Corporation Law (DGCL), introducing notable changes to Sections 144 and 220 of the DGCL. These amendments took immediate effect and may...more

Vinson & Elkins LLP

Delaware Amendments Provide Clarity on Conflicted Transactions and Books and Records Requests

Vinson & Elkins LLP on

Delaware amended the Delaware General Corporation Law (the “DGCL”) to create safe harbors for transactions involving directors, officers and controlling stockholders and to limit both the documents subject to and the purposes...more

Benesch

Delaware Amends DGCL Section 144 to Add Safe Harbors for Interested and Controlling Stockholder Transactions

Benesch on

On March 25, 2025, the governor of Delaware signed into law significant changes to Section 144 of the Delaware General Corporation Law (“DGCL”). The changes provide safe harbors to Boards of Directors and controlling...more

Goodwin

Delaware Creates More Corporate Clarity and Overhauls Rules Governing Conflicted Transactions

Goodwin on

In February 2025, the Delaware General Assembly introduced legislation to significantly amend Section 144 of the Delaware General Corporation Law (DGCL) to improve the legal framework surrounding transactions involving...more

BCLP

Delaware Adopts Safe Harbors for Conflicted Transactions and Narrows Right of Stockholders to Demand Books and Records

BCLP on

The safe harbors provide protection against claims for equitable relief or damages, subject to certain limitations, as described below. The amendments became effective immediately for all acts and transactions, whether...more

K&L Gates LLP

Important New Safe Harbors and Other Clarifying Changes to Delaware Corporate Law

K&L Gates LLP on

The governor of the State of Delaware—consistent with his pledge to protect the “Delaware franchise”—recently signed into law amendments to Section 144 of the Delaware General Corporation Law (the DGCL) relating to certain...more

Cooley LLP

Delaware Enacts Amendments to Provide Safe Harbors for Conflicted Transactions  

Cooley LLP on

On March 25, 2025, Delaware enacted Senate Bill 21, which introduces significant changes to the Delaware General Corporation Law. The amendments put in place a statutory structure that provides guidance on the considerations,...more

Cooley LLP

Delaware SB 21 signed into law

Cooley LLP on

Controversial Delaware SB 21 was signed into law last evening after passage yesterday by the legislature. According to this Statement from the office of Delaware Governor Matt Meyer, the Governor has “signed Senate Bill 21...more

McGuireWoods LLP

Seismic Changes, or Welcome Clarity on Stockholder Transactions in Delaware

McGuireWoods LLP on

On March 25, 2025, Delaware Gov. Matt Meyer signed Senate Bill 21 into law. The new laws amend Section 144 of Title 8 of the Delaware General Corporation Law (DGCL) to change how interested-director, interested-officer and...more

Troutman Pepper Locke

2025 DGCL Amendments Take Effect, Introducing Sweeping Safe Harbor Provisions for Conflict Transactions

Troutman Pepper Locke on

On March 25, 2025, sweeping changes to the Delaware General Corporation Law (the DGCL) took effect (the amendments). The amendments introduce new “safe harbor” provisions designed to cleanse conflict transactions involving...more

Fenwick & West LLP

Delaware Senate Unanimously Approves Proposed Corporate Law Amendments

Fenwick & West LLP on

On March 13, 2025, the Delaware Senate unanimously approved proposed amendments to the Delaware General Corporation Law, which would, among other things, provide a new safe harbor for “interested” transactions involving...more

Lathrop GPM

Revisions To Delaware SB 21 Made Public After Initial Draft Criticized As Too Controller-Friendly

Lathrop GPM on

On March 3, a committee of the Delaware State Bar Association (DSBA) announced revisions to Senate Bill 21 (SB 21) aimed at paring back some of the proposed protections seen as too controller-friendly....more

Fenwick & West LLP

Delaware Proposes Significant Amendments to the Delaware General Corporation Law

Fenwick & West LLP on

On February 17, 2025, Senate Bill No. 21 was introduced in the Delaware State Senate to amend the Delaware General Corporation Law (DGCL)....more

Lathrop GPM

Significant Amendments Proposed to the DGCL to Stem Business Defections to Other States

Lathrop GPM on

Proposed amendments to the Delaware General Corporation Law (DGCL) introduce safe harbors for liability from transactions involving directors, officers and controlling stockholders and define and limit a stockholder’s right...more

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