Delaware Corporate Law: Analyzing Significant Cases, New Statutes and Impact on Corporate Practice

Key Takeaways for Drafting Articles and Bylaws, Board Decision-Making, Mergers and Acquisitions; Proposed Blockchain Amendments

A live 90-minute CLE webinar with interactive Q&A


Thursday, June 1, 2017
1:00pm-2:30pm EDT, 10:00am-11:30am PDT

Early Registration Discount Deadline, Friday, May 5, 2017


This CLE webinar will examine the most significant 2016 court decisions and statutory amendments affecting Delaware corporate law, and how these changes can impact corporate articles and bylaws, board decision-making, mergers and acquisitions, and shareholder derivative actions going forward. The panel will also address the proposed 2017 amendment allowing the issuance and trading of blockchain shares.

Description

Delaware is the state of incorporation for 66% of the Fortune 500 and over half of all companies whose securities trade on the NYSE and other exchanges. Delaware’s preeminence in business law starts with the Delaware General Corporation Law (DGCL) and alternative entity statutes.

Significant amendments were made to these statutes in 2016, affecting intermediate-form mergers, appraisal rights and proceedings, execution of stock certificates, renewal and revival of certificates of incorporation, and various other matters. And a proposed amendment for 2017 would allow for the use of distributed ledger or “blockchain” technology, potentially revolutionizing the way corporations keep stock ledgers and other books and records.

Delaware’s courts are also the preeminent venue for resolving various corporate disputes. Several highly anticipated cases were decided in 2016 in connection with derivative shareholder actions, fee-shifting, appraisal rights in M&A transactions, Delaware court jurisdiction over foreign corporations and nonresident officers, and more.

These recent decisions and statutory amendments will impact how corporate boards conduct M&A and other actions, and how counsel should draft corporate articles and bylaws going forward.

Listen as our authoritative panel discusses the most significant developments in Delaware corporate law for 2016 and 2017. The panel will also provide corporate counsel key takeaways for drafting articles and bylaws, board decisionmaking, conducting mergers and acquisitions, and defending against shareholder derivative actions going forward.

Outline

  1. Significance of Delaware
  2. 2016 Delaware cases that will have lasting impact on corporate actions and bylaws
    1. Fee-shifting
    2. Global releases in M&A transactions
    3. Stockholder derivative actions—appraisal rights
    4. Delaware court jurisdiction
  3. Amendments to the Delaware General Corporation Law
  4. Amendments to alternative entity statutes
  5. Proposed amendment for 2017—issuance and trading of blockchain shares

Benefits

The panel will review these and other key issues:

  • What do recent Delaware cases indicate about fee-shifting, appraisal rights and M&A processes generally?
  • When is a Delaware court likely to exercise jurisdiction over a nonresident officer or foreign entity?
  • How will recent amendments to the DGCL affect corporate practice going forward?
  • What is the significance of the proposed amendment allowing issuance and trading of corporate stock using blockchain technology?

Faculty

Gardner F. Davis, Partner
Foley & Lardner, Jacksonville, FL

Mr. Davis focuses his practice on corporate law. He advises boards of directors and special committees in regard to fiduciary duty issues in various contexts, and he has extensive experience restructuring financially distressed enterprises, both inside and outside of bankruptcy. He is a member of the firm's Transactional & Securities, Bankruptcy & Business Reorganizations, and Private Equity & Venture Capital Practices. He frequently represents buyers and sellers in mergers and acquisition transactions, from management buy-outs to combinations of large public companies.

Brett M. McCartney, Partner
Morris James, Wilmington, Del.

Mr. McCartney focuses on corporate governance and complex commercial litigation, stockholder litigation, fiduciary duties, alternative entity disputes, class action, and derivative litigation. He represents stockholders, directors and officers in litigation in the Court the Chancery in a variety of matters, including demands for appraisal, dissolution, advancement of legal fees and expenses, requests for inspection of corporate books and records, claims regarding the election of directors and fiduciary duty disputes. He represents corporations involving claims arising out of Delaware’s General Corporation Law. He has significant experience in handling his client’s electronically stored information, in anticipation of and during litigation, in the Court of Chancery. He also has extensive experience representing special committees of Delaware corporations. 

Michael D. Allen, Director
Richards Layton & Finger, Wilmington, Del.

Mr. Allen counsels corporations, officers, directors, boards and stockholders on transactional and advisory matters, including mergers and acquisitions, divestitures, recapitalizations, proxy contests, stockholder meetings, and corporate governance issues. His practice also involves rendering legal opinions on Delaware corporate law issues and he is a frequent speaker regarding Delaware law developments.


Live Webinar

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Corporate Law Advisory Board

Stuart M. Altman

Director, Corporate Legal Investigations

Intel

Mark H. Hain

General Counsel

Assurance America

Michael Hermsen

Partner

Mayer Brown

Matthew A. Karlyn

Partner

Foley & Lardner

Michael J. Missal

Partner

K&L Gates

G. Thomas Stromberg

Partner

Jenner & Block

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