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

Recording of a 90-minute CLE webinar with Q&A

Conducted on Thursday, June 1, 2017
Recorded event now available

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.


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.


  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


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?


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.

Ed M. McNally, Partner
Morris James, Wilmington, Del.

Mr. McNally has more than 40 years of experience applying Delaware law. He is recognized for his knowledge of Delaware law in Delaware’s state and federal courts. His representations include major complex commercial litigation cases, contract disputes, corporate control and management issues, shareholder rights, employment and non-compete agreement disputes, and financial transaction matters. He is also an active mediator in business disputes.

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.


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Corporate Law Advisory Board

Stuart M. Altman

Director, Corporate Legal Investigations


Mark H. Hain

General Counsel

Assurance America

Michael Hermsen


Mayer Brown

Matthew A. Karlyn


Foley & Lardner

Michael J. Missal

Inspector General

Department of Veterans Affairs

G. Thomas Stromberg


Jenner & Block

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