2009 Amendments to the Delaware General Corporation Law
Revising Corporate Governance Practices to Respond to Increased Shareholder Proxy Demands
Recording of a 90-minute CLE teleconference with Q&A
Conducted on Wednesday, July 1, 2009
Recorded event now available
This seminar will review the 2009 Amendments to the Delaware General Corporate Law and their impact on corporate governance practices. The panel will provide best practices for corporate counsel to prepare for and respond to a more activist shareholder environment.
Description
On April 10, 2009, the state of Delaware enacted amendments to the Delaware General Corporation Law, which give shareholders increased leverage to demand access to proxy statements of Delaware corporations. The amendments were passed in response to recent Delaware case law developments.
Corporate counsel expect a flood of requests from activist shareholders seeking bylaw changes when the law goes into effect on August 1, 2009. The U.S. Securities and Exchange Commission (SEC) is also expected to adopt an amendment soon that would enable shareholder access to proxy materials.
Counsel to corporations must be fully versed on the Delaware amendments to anticipate and plan for shareholder action — and should prepare for similar corporate governance changes nationwide.
Listen as our authoritative panel of corporate attorneys explains the new amendments and their impact on corporate governance practices and outlines best practices for corporate counsel to prepare for and respond to a more activist shareholder environment.
Outline
- Overview of Delaware General Corporation Law Amendments
- New section 112 — stockholder access to proxy solicitation materials
- New section 113 — reimbursement of stockholder expenses for proxy materials
- Amended Section 145(f) — indemnification or advancement of expenses
- Amended Section 213(a) — empty voting
- New Section 225(c) — removal of directors
- Interplay with SEC 2009 agenda on proxy access
- Preparing for increased shareholder activism
- Adjust corporate governance documents
- Adjust corporate governance practices
Benefits
The panel will review these and other key questions:
- How will the new amendments impact corporate governance practices for corporations organized in Delaware?
- What guidance do the new amendments provide on the procedures or conditions that may be included in bylaws granting stockholders proxy access for director nominations?
- How do the new amendments modify prior provisions addressing director indemnification and advancement of expenses?
Faculty
Barry H. Genkin,
Partner
Blank Rome, Philadelphia
He serves as the head of Blank Rome's Business Department. He has more than 30 years' experience advising public-company clients in public and private offerings of equity and debt securities; mergers, acquisitions, and joint ventures; and corporate governance. He is a frequent speaker and has authored publications on shareholder activism, proxy contests, capital formation and corporate governance.
Michael K. Reilly,
Partner
Potter Anderson & Corroon, Wilmington, Del.
He counsels Delaware corporations in mergers and acquisitions, recapitalizations, reorganizations, asset sales, dividends, stock repurchases, charter and bylaw amendments, preferred stock designations and dissolutions. He advises directors, officers and board committees with respect to their fiduciary duties under Delaware law and regarding the General Corporation Law of the State of Delaware.
Jeffrey R. Wolters,
Partner
Morris Nichols Arsht & Tunnell, Wilmington, Del.
He counsels strategic and financial investors, boards of directors and board committees, including special committees appointed to negotiate mergers or other significant transactions in which directors or large stockholders have an interest. He also provides formal legal opinions on issues of Delaware corporate law and related matters.
Ordering
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Customer Reviews
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Edward M. Dunham, Jr.
Kleinbard Bell & Brecker LLP
I liked the practicality and thoroughness of the presentation and the handouts.
Barry Jasilli
CVS Caremark
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E. Moses Vejil
Bingham Greenebaum Doll LLP
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Edward. J. Dunham, Jr.
Kleinbard Bell & Brecker LLP
The presentation was not too long, but included a great deal of information. The speakers kept to their times and provided an opportunity for questions at the end.
Amy E. McShane
Phillips Lytle LLP
Corporate Law Advisory Board
Partner
Hogan Lovells
General Counsel
Assurance America Corporation
Partner
Mayer Brown
Partner
Foley & Lardner
Kathleen Mayton
General Counsel
Rollins, Inc.
Partner
K&L Gates
Partner
Kaye Scholer
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