Delaware Corporate Law Counseling

CLIENT MEMO (July 10, 2009)

Delaware Legislature Approves Important Amendments to the Delaware General Corporation Law

The Delaware legislature approved amendments to the Delaware General Corporation Law in a response to ongoing corporate governance concerns but that do not sacrifice the touchstone of Delaware corporate law – private ordering. These amendments touch five primary areas of law: (1) stockholder proxy access; (2) stockholder proxy expense reimbursement; (3) record dates for those entitled to vote at stockholder meetings; (4) director removal by the Court of Chancery; and (5) indemnification and advancement rights.

Click here to read a summary of the amendments that will become effective on August 1, 2009.

REPORT (June 25, 2009)  

Corporate Directors Should Prepare for Rise in Unsolicited Takeover Offers

Morris Nichols corporate law and M&A partner Rick Alexander authored the report The Role of the Board in Turbulent Times: Responding to Unsolicited Takeover Offers published by The Conference Board Governance Center.

The report is part of a series on the oversight role of the board of directors in the current economic crisis.  It provides board members with a checklist of issues they should consider when facing unsolicited takeover offers, and also emphasizes advance preparation.

Click here to download.