2009 Amendments to the Delaware General Corporation Law
Revising Corporate Governance Practices to Respond to Increased Shareholder Proxy Demands
Amendments go into effect August 1
Recording of a 90-minute CLE webinar with Q&A
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.
- 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
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?
Barry H. Genkin
He serves as the head of Blank Rome's Business Department. He has more than 30 years' experience advising... | Read More
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.Close
Michael K. Reilly
Potter Anderson & Corroon
He counsels Delaware corporations in mergers and acquisitions, recapitalizations, reorganizations, asset sales,... | Read More
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.Close
Jeffrey R. Wolters
Morris Nichols Arsht & Tunnell
He counsels strategic and financial investors, boards of directors and board committees, including special committees... | Read More
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.Close
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CLE On-Demand Audio