Analysis of the 2022 Amendments to the Delaware General Corporation Law

The 2022 amendments to the Delaware General Corporation Law (the “DGCL”) were recently enacted. These amendments, among other matters: clarify the DGCL’s provisions regarding the insurance, sale and grant of stock and options and other rights to acquire stock to align those provisions for consistency and confirm a board‘s ability to delegate authority to other persons over such issuances, grants and sales within specific parameters and to base the terms and to base the terms of such issuances, grants and sales upon formulas and other external facts; make several amendments to the appraisal statute, including to permit beneficial owners to directly make an appraisal demand and permit an appraisal notice to include a link to the appraisal statute on a website in lieu of including a copy of the statute; and authorize statutory conversions of Delaware corporations to non-corporate or non-Delaware entities with a majority (instead of unanimous) stockholder vote.

In this article, Dan Matthews and Kyle Pinder discuss the 2022 amendments.

Click here to read the full article.

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Daniel D. Matthews and Kyle A. Pinder, “Analysis of the 2022 Amendments to the Delaware General Corporation Law,” Wolters Kluwer Law & Business (November 1, 2022)

Reproduced with permission. Published November 1, 2022. Copyright © 2022 CCH Incorporated. All Rights Reserved. These materials have been prepared solely for informational and educational purposes, do not create an attorney-client relationship with the author(s) or Morris, Nichols, Arsht & Tunnell LLP, and should not be used as a substitute for legal counseling in specific situations. These materials reflect only the personal views of the author(s) and are not necessarily the views of Morris, Nichols, Arsht & Tunnell LLP or its clients.