April 24, 2014

Proposed Changes to DGCL: Section 251(h) Mergers; SOL for Breaches; Etc.

Last week, the annual amendments to the Delaware General Corporation Law were proposed and there are a number of significant amendments that could impact deals – here are memos on those proposals. These include amendments that would:

– Make the new Section 251(h) Medium Form Merger even more useful than as adopted last year
– Permit the statute of limitations for breaches of contracts involving $100k – including breaches of reps & warranties – to be extended by contract beyond the current 3-year limit, up to a maximum of 20 years

Assuming that these amendments are approved by the relevant Delaware State Bar Sections, as well as the Executive Committee of the Delaware Bar, the amendments are expected to be considered by the Delaware General Assembly during its current session. The effective date for the proposed amendments would be August 1st.

And here’s a blog by Keith Bishop about “Is This Proposed Amendment To Delaware’s Stockholder Consent Statute Really Needed?“…