Delaware Corporations – Duane Morris Delaware Business Law

August 7, 2024 by Duane Morris

The 2024 Delaware General Corporation Law Amendments Are Effective August 1

Several amendments to the Delaware General Corporation Law (DGCL), articulated in Delaware Senate Bill 313 (SB 313), have been adopted by the Delaware General Assembly and signed into law by Governor John Carney. These amendments will take effect on August 1, 2024, and will apply retroactively to all contracts and agreements (including merger and consolidation agreements) made by a Delaware corporation and all contracts, agreements and documents approved by the board of directors of a Delaware corporation. We explore these amendments further below.

Read the full Alert on the Duane Morris LLP website.

February 13, 2023February 14, 2023 by Rebecca A. Guzman

Clarity at Last? Court of Chancery Confirms Corporate Officers Owe Oversight Duties

Since Chancellor William T. Allen’s seminal ruling in In re Caremark International Inc. Derivative Litigation, the question of the duties owed by corporate officers, not directors, has remained unclear. For years, practitioners, academics and the courts have grappled with this question and others. Recently, Vice Chancellor J. Travis Laster answered some of these questions and provided long-needed clarity, holding that corporate officers “owe a fiduciary duty of oversight as to matters within their areas of responsibility.” While this opinion provides answers to the questions many have been asking, it also raises concerns.

To read the full Alert, visit the firm website.