New Amendments to Delaware Corporation Law: Safe Harbors for Conflicted Transactions; Impact on Shareholder Litigation
A live 90-minute premium CLE video webinar with interactive Q&A
This CLE webinar will summarize the recent amendments to the Delaware General Corporation Law (DGCL) and highlight the new procedural safe harbors for conflict transactions involving corporations and their directors, officers, and controlling stockholders. The panel will provide guidance for assessing and structuring conflicted transactions under the new framework and explore the potential impact these new amendments will have on shareholder derivative litigation in Delaware.
Outline
- Background regarding the March 2025 amendments to the DGCL
- Kahn v. M&F Worldwide Corp.: controlling stockholder transactions
- Key definitions and clarifications found in the new amendments: controlling stockholders, material interest and material relationship, and disinterested director
- Amendments to Section 144: procedural safe harbors for conflicted transactions
- Director and officer conflicts
- Controlling stockholder transactions
- Section 220 amendments relating to the scope of company records available through a stockholder's book and records demand
- Circumstances when a conflicted transaction fails to qualify for one of the new safe harbors
- Key considerations for reviewing and structuring conflicted transactions under the new statutory framework
- Potential impact of the new amendments on future shareholder litigation
Benefits
The panel will discuss these and other key considerations:
- What is the background and intent behind the new amendments to the DGCL?
- What are the new safe harbor provisions that are designed to cleanse a conflict transaction involving directors, officers, and controlling stockholders?
- How do the new amendments provide for a heightened presumption of independence for directors?
- What are the key considerations when reviewing and structuring corporate transactions under the new legislative framework?
Faculty
Shannon E. German
Partner
Wilson Sonsini Goodrich & Rosati
Ms. German’s practice focuses on corporate governance litigation and counseling, navigation of corporate... | Read More
Ms. German’s practice focuses on corporate governance litigation and counseling, navigation of corporate fiduciary duties, and representation of companies and their officers and directors in stockholder class actions, derivative suits, and complex commercial litigation in the Delaware Court of Chancery and the Delaware Supreme Court. She also represents clients in stockholder class actions, derivative suits, and securities actions in the state and federal courts throughout the country. In addition, Ms. German specializes in advising companies faced with stockholder litigation and books and records demands, as well as director and officer demands for advancement and indemnification; conducting investigations on behalf of management, boards of directors, and special board or management committees; and representing companies and their boards of directors in stockholder actions and "busted deal" litigation.
Close
Stephanie Norman
Director
Richards, Layton & Finger
Ms. Norman is a skilled transactional attorney known for her thoughtful yet practical contributions to M&A... | Read More
Ms. Norman is a skilled transactional attorney known for her thoughtful yet practical contributions to M&A agreements and other corporate deal processes. Her practice includes drafting organizational corporate documents, assisting corporations and practitioners in remedying defective corporate acts, and handling M&A transactions, including providing advice regarding fiduciary duties, deal-protection measures, and related matters of Delaware corporate and contract law. Ms. Norman served as a member of a subcommittee of the Corporation Law Council of the Corporation Law Section of the Delaware State Bar Association, which is the body responsible for proposing amendments to Delaware’s corporation and alternative entity laws, in connection with the amendments to Delaware’s ratification and validation statutes. Through her exceptional command of the ratification process, she has successfully guided clients through thorny authorization and capitalization issues. Ms. Norman has published numerous articles on matters of Delaware corporate law and governance, and she is a sought-after presenter on issues of Delaware corporate law and practice.
CloseEarly Discount (through 06/20/25)