April 4, 2018

Delaware: Proposed 2018 Amendments

This Richards Layton memo reviews this year’s proposed amendments to the Delaware General Corporation Law. Here’s an excerpt summarizing the proposed changes:

If enacted, the amendments would, among other things,

– Amend Section 262 to apply the “market out” exception to the availability of statutory appraisal rights in connection with an exchange offer followed by a back-end merger consummated without a vote of stockholders pursuant to Section 251(h),

– Clarify and confirm the circumstances in which corporations may use Section 204 to ratify defective corporate acts,

– Allow nonstock corporations to take advantage of Sections 204 and 205, including for the ratification or validation of defective corporate acts,

– Revise Section 102(a)(1) to provide that a corporation’s name must be distinguishable from the name of (or name reserved for) a registered series of a limited liability company, and make other technical changes.

John Jenkins