Analysis of the 2015 Amendments to the Delaware General Corporation Law
The 2015 amendments to the Delaware General Corporation Law (the “DGCL”) were recently enacted. The amendments address important policy topics (such as prohibiting charter- or bylaw-imposed “loserpays” fee-shifting provisions for stockholder litigation and expressly permitting charter- or bylaw-imposed exclusive forum selection provisions). The amendments also make certain technical improvements that should interest practitioners (including changes to the board approvals required to issue stock and changes to Delaware’s statute on ratification of corporate defects).
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James D. Honaker, Jeffrey R. Wolters, “Analysis of the 2015 Amendments to the Delaware General Corporation Law,” Wolters Kluwer Law & Business, September 2015.