April 2, 2019

Delaware: Proposed 2019 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 2019 amendments to the General Corporation Law would, among other things

– add new provisions relating to the documentation of transactions and the execution and delivery of documents, including by electronic means, and make conforming changes to existing provisions;

– significantly revise the default provisions applicable to notices to stockholders under the General Corporation Law, the certificate of incorporation or the bylaws, including by providing that notices may be delivered by electronic mail, except to stockholders who expressly “opt out” of receiving notice by electronic mail;

– consistent with the foregoing, update the provisions governing notices of appraisal rights and demands for appraisal;

– update the procedures applicable to stockholder consents delivered by means of electronic transmission;

– clarify the time at which a unanimous consent of directors in lieu of a meeting becomes effective; and

– make various other technical changes, including with respect to incorporator consents and the resignation of registered agents.

The amendments, with the exception of those relating to appraisal rights, would be effective on August 1, 2019. The amendments to Section 262 (appraisal) would be effective for merger agreements entered into on or after August 1, 2019.

John Jenkins