DealLawyers.com Blog

We’ve posted the transcript for our “2025 DGCL Amendments: Implications & Unanswered Questions” webcast. Our panelists – Gibson Dunn’s Julia Lapitskaya, Morris Nichols’ Eric Klinger-Wilensky, and Hunton Andrews Kurth’s Johnathon Schronce – provided their insights into this year’s controversial DGCL amendments. Topics addressed included an overview of the amendments, their implications for transactions with insiders, their impact on the books and records demand process, and some of the unanswered questions raised by the amendments.

Here’s a snippet from Eric Klinger-Wilensky’s comments on how these changes may influence the approach to preparing board and committee minutes addressing a potential transaction covered by the safe harbors:

I think you’re going to see more focus on, have there been sufficient allegations that the board or committee did not act in good faith or without gross negligence? I will tell you, we as a firm, I think, have a bunch of committees going on now, and I’m erring on the side of putting more in the minutes to really demonstrate everything the committee did. Probably would’ve been in the minutes anyhow but maybe a little bit more detail to talk about what the committee looked at.

Members of this site can access the transcript of this program. If you are not a member of DealLawyers.com, email sales@ccrcorp.com to sign up today and get access to the full transcript – or sign up online.

– John Jenkins