Delaware, long regarded as the hub of corporate law in the United States, has recently undergone significant legislative changes following a series of court decisions. On August 1, 2024, amendments to the Delaware General Corporation Law came into effect, marking a pivotal shift in corporate law by aligning the statute with contemporary business practices.
These amendments modernize Delaware corporate law by allowing corporations incorporated in Delaware—home to the majority of U.S. corporations—to contractually delegate certain governance controls to stockholders, a role traditionally reserved for corporate directors.
Additionally, the amendments provide corporations and their boards with greater flexibility in deal-making and transaction approvals. The changes sparked intense discussions among academics, Delaware legal practitioners, and Wall Street deal-makers.
The swift response of the Delaware General Assembly to the Delaware Court of Chancery's rulings is as remarkable as the amendments themselves.
This article delves into the three court rulings that triggered the legislative response, the immediate effects of the new amendments, and the broader implications for companies currently incorporated in Delaware or considering incorporation there.
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The Evolution of Delaware Corporate Law: Finding Certainty in Uncertain Times (RTDF)
This article was first published in Revue Trimestrielle de Droit Financier (RTDF), September 2024.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
