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Safe Harbors

Venable LLP

The Current State of Captive Audience Meetings

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Mandatory employer-sponsored meetings, otherwise known as captive audience meetings, sparked significant discussion and legislation these past few months....more

Pillsbury Winthrop Shaw Pittman LLP

California SB 813 Proposes Landmark Safe Harbor for AI Development Through Certification

With SB 813, California introduces a first-in-the-nation framework that reduces regulatory uncertainty and encourages responsible AI innovation. In addition to fostering public-private cooperation over top-down mandates, the...more

Woodruff Sawyer

Will SPACs Benefit From Recent DGCL Amendments?

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In the last edition of the SPAC Notebook, we examined the current risks to SPACs incorporating in the Cayman Islands. In this edition, we turn our focus to Delaware and its new set of amendments to the Delaware General...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

Bradley Arant Boult Cummings LLP

Mobile Workforce/Remote Worker Legislation Could Impact Your Business

Well-respected House Ways & Means-Education Committee Chair Danny Garrett (R-Trussville) has introduced HB 379, a bill designed to provide guidelines and a safe harbor for employers who have traveling employees or remote...more

Mayer Brown

Delaware Law Alert: A Step-by-Step Approach for Boards Evaluating Conflicted Director, Officer, and Controlling Stockholder...

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In perhaps one of the most significant revisions to the Delaware General Corporation Law (DGCL), on March 25, 2025, the governor signed into law amendments overhauling much of the state’s law relating to conflicted...more

WilmerHale

Selected Reminders for Companies Ahead of First Quarter Reporting

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Global events over the past quarter have had and continue to have a variety of disparate impacts on public companies. Below are some selected disclosure reminders to keep in mind for the upcoming quarterly reporting season,...more

Vinson & Elkins LLP

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

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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

Seyfarth Shaw LLP

Delaware General Corporation Law 2025 Amendments--Interested Person/Control Person Transactions and Inspection Rights

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The State of Delaware, home to a majority of the so-called “Fortune 500” corporations, has been the subject of a variety of criticisms relating to corporate governance, director and officer litigation risk, controlling...more

Cole Schotz

State of Delaware Adopts Milestone Amendments to the Delaware General Corporation Law

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On March 25, 2025, significant amendments to the General Corporation Law of the State of Delaware (the DGCL), intended to provide greater certainty to transaction planners in light of recent Delaware case law developments,...more

Saul Ewing LLP

Landmark Amendments to the Delaware General Corporation Law

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On March 26, 2025, Delaware Governor Matt Meyer signed into law a significant piece of corporate legislation amending the Delaware General Corporation Law (“DGCL”). While subject to significant controversy among various...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Amendments Provide Safe Harbors for Interested D&O and Controller Transactions, and Restrict Books and Records Demands

On March 25, 2025, Delaware Governor Matt Meyer signed into law amendments to the Delaware General Corporation Law (Amendments). In a February 28, 2025, client alert, we addressed the initial iteration of the Amendments, and...more

Goodwin

Delaware Creates More Corporate Clarity and Overhauls Rules Governing Conflicted Transactions

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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

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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

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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

Troutman Pepper Locke

Recent SEC Corp/Fin Interpretations of Interest

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In new Compliance and Disclosure Interpretations (see CDIs 256.35 and 256.36) and a related no-action letter (Latham & Watkins LLP, March 12, 2025), the staff of the Securities and Exchange Commission’s Division of...more

DLA Piper

From the US to Brazil: Tackling Corruption Risks in M&A

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Corporate transactions, especially mergers and acquisitions (M&A), have become pivotal strategies for growth in an increasingly globalized economy. However, with this expansion comes the responsibility of navigating complex...more

BakerHostetler

Delaware Amends General Corporation Law to Create Safe Harbor for Controller Transactions and Place Limitations on a Stockholders’...

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Last week, the Delaware Governor signed a bill amending Section 144 of Delaware General Corporation Law (“DGCL”) to create a safe harbor from litigation for transactions between corporations and their controlling...more

Cooley LLP

Delaware Enacts Amendments to Provide Safe Harbors for Conflicted Transactions  

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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

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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

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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

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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

Morgan Lewis

Just Passed: Senate Bill Significantly Amends Delaware General Corporation Law

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On March 25, 2025, Senate Bill 21, which significantly amends the Delaware General Corporation Law (DGCL), passed the Delaware General Assembly and was signed into law by Governor Matt Meyer....more

Morris James LLP

Delaware General Corporation Law: Proposed Amendments to Sections 144 and 220

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On February 17, 2025, Delaware legislators introduced proposed Senate Bill 21, providing for amendments to Sections 144 and 220 of the Delaware General Corporation Law (DGCL)....more

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