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

Conducted on Wednesday, July 1, 2009

Course Materials

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.


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.



  1. Overview of Delaware General Corporation Law Amendments
    1. New section 112 — stockholder access to proxy solicitation materials
    2. New section 113 — reimbursement of stockholder expenses for proxy materials
    3. Amended Section 145(f) — indemnification or advancement of expenses
    4. Amended Section 213(a) — empty voting
    5. New Section 225(c) — removal of directors
  2. Interplay with SEC 2009 agenda on proxy access
  3. Preparing for increased shareholder activism
    1. Adjust corporate governance documents
    2. 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
Barry H. Genkin

Blank Rome

He serves as the head of Blank Rome's Business Department. He has more than 30 years' experience advising...  |  Read More

Michael K. Reilly
Michael K. Reilly

Potter Anderson & Corroon

He counsels Delaware corporations in mergers and acquisitions, recapitalizations, reorganizations, asset sales,...  |  Read More

Jeffrey R. Wolters
Jeffrey R. Wolters

Morris Nichols Arsht & Tunnell

He counsels strategic and financial investors, boards of directors and board committees, including special committees...  |  Read More

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