Delaware General Corporation Law

Reframing Precatory Stockholder Proposals Under Delaware Law

By Kyle Pinder October 6, 2025 by renholding

Must a company allow a stockholder, no matter the size of its stake, to submit non-binding proposals for stockholder action at a meeting, regardless of their number or subject matter? The answer depends on whether, under Delaware law, stockholders have …

Delaware’s Agency Problem

By Charles K. Whitehead August 7, 2025 by renholding

Delaware occupies a central place in American corporate governance. Its corporate code, judiciary, and bar are widely respected for their expertise and responsiveness. Over the years, Delaware has earned a reputation as the jurisdiction of choice for public companies and …

A New Cardinal Precept in Delaware Corporate Law

By Mohsen Manesh June 2, 2025 by renholding

In August 2024, Delaware enacted what are widely considered the most significant and controversial amendments to the state’s corporate statute in at least a generation. Principally, those amendments exalt freedom of contract over what was, in the words of the …

How Not to De‑Classify a Board

By Andrew Verstein April 22, 2025 by renholding

Activist investors often think that the classification of boards abets sloth, protecting directors from shareholder input. Yet boards understandably value the durability and continuity of multi-year terms, which give them the bargaining power to pursue long-term plans. Companies often try …

Did SB21’s Changes to Delaware Corporate Law Harm Shareholders?

By Tiago Duarte-Silva and Aaron Dolgoff April 16, 2025 by renholding

On March 26, 2025, Delaware Governor Meyer signed into law Senate Bill 21 (“SB21”) updating Delaware’s corporate law. While there has been considerable discussion of whether the bill was beneficial or detrimental to shareholders, we show that there is no …

The “Section 122 Revolution” and What to Do About It

By Zachary Gubler March 24, 2025 by renholding

Under Section 141 of the Delaware General Corporation Law, a corporate board could theoretically create a committee consisting of a single director, call her Daphne, to whom it gives a veto right over all decisions taken by the full board. …

A Proposed Opt-In Feature for Delaware Senate Bill 21

By Eric Talley, Jeffrey N. Gordon and Stephen M. Bainbridge March 19, 2025 by renholding

On March 18, a group of 26 corporate law and governance professors (including the three of us) co-signed a letter that was sent to the Delaware General Assembly and called for a pragmatic resolution to the debate over Senate Bill

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A New Census of Corporations

By Andrew Verstein March 10, 2025 by renholding

Where do entities incorporate? The question is of perennial interest to academics who wish to research and teach the laws that govern many companies. It is of particular interest now, given a string of controversial court decisions and legislative responses…

The Good, the Bad, and the Lost Opportunities of Delaware’s Proposal on Deal Conflicts Involving Directors and Officers

By Stephen M. Bainbridge February 25, 2025 by renholding

The recently introduced Delaware Senate bill that would amend the Delaware General Corporation Law (DGCL) provision dealing with conflict of interest transactions (SB 21) has blown up the financial news, corporate law blogosphere, and corporate law social media.[1]

Most …

Delaware Law’s Biggest Overhaul in Half a Century: A Bold Reform – or the Beginning of an Unraveling?

By Eric Talley, Sarath Sanga and Gabriel V. Rauterberg February 18, 2025 by renholding

Yesterday, Delaware State Senator Bryan Townsend introduced a sweeping set of amendments to the Delaware General Corporation Law. If adopted, these measures would mark the most significant single-year revision of Delaware’s corporate code since at least 1967, reshaping everything from …

The Drama Around Moelis and New DGCL Section 122(18) Just Got Hotter

By Mark Lebovitch November 18, 2024 by renholding

The 2024 amendments to the Delaware General Corporation Law (“DGCL”) were born from an atypical period of acrimony and controversy among the corporate bar, stockholder advocates, and corporate law academics, including harsh public criticism of members of the Court of …

Contractual Remedies in Mergers: Lessons from Crispo v. Musk

By Dhruv Aggarwal, Albert H. Choi and Geeyoung Min July 22, 2024 by renholding

What remedy should a target be entitled to get from a breaching buyer in a merger transaction? This seemingly straightforward question has surprisingly vexed M&A practitioners and judges over the years.

With a public target, the buyer typically promises to …

Skadden Discusses Proposed DGCL Amendments’ Impact on Stockholder Agreements, M&A Practices

By Allison L. Land, Edward B. Micheletti and Lauren N. Rosenello April 24, 2024 by renholding

On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) in order to align the DGCL’s provisions with current market practices following

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The Proposed 2024 Amendments to the Delaware General Corporation Law

By Richards, Layton & Finger April 3, 2024 by renholding

Legislation proposing to amend the General Corporation Law of the State of Delaware (the “DGCL”) has been approved by the Council of the Corporation Law Section of the Delaware State Bar Association and is expected to be introduced to the …

Why Corporate Governance Needs to Account for Data-Driven Mergers

By Carliss Chatman and Carla L. Reyes March 15, 2024 by renholding

Why might an insurance company acquire a robot manufacturer or a retailer acquire a home security provider?  The answer might have once been diversification, but now it is more likely to be a desire for data.  A new type of …

Skadden Discusses Proposed Changes to Delaware Corporation Law

By Allison L. Land and Edward B. Micheletti May 30, 2023 by renholding

The proposed 2023 amendments to the Delaware General Corporation Law (DGCL) approved by the Delaware State Bar Association are intended to address a number of practical issues facing corporations and their counsel and to facilitate certain corporate actions. Among other …

Skadden Discusses Proposed 2022 Amendments to Delaware Corporation Law

By Allison L. Land and Edward B. Micheletti April 20, 2022 by renholding

On April 12, 2022, the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) that include provisions that, if enacted, would authorize exculpation clauses limiting or eliminating the monetary …

Wachtell Lipton Discusses Recent Developments with DGCL Section 220 as Pre-Complaint Discovery

By William Savitt, Sarah K. Eddy and Cynthia Fernandez Lumermann December 16, 2020 by renholding

Two recent decisions of the Delaware courts confirm that Section 220 of the Delaware General Corporation Law will be consistently interpreted to grant pre-complaint discovery to stockholders seeking to prepare fiduciary-breach litigation.

In Pettry v. Gilead Sciences, Inc., a …

How “Books and Records” Rewrote the Rulebook

By Roy Shapira June 30, 2020 by renholding

One of the most important developments in Delaware corporate law recently has been the expansion of shareholder rights to company information. Shareholders can now use their general right to inspect a company’s “books and records” (Section 220 of the Delaware …

Skadden Discusses When It Makes Sense to Prepay Appraisal Claims

By Arthur R. Bookout, Daniel S. Atlas and Andrew D. Kinsey July 17, 2018 by renholding

In response to the growing practice of “appraisal arbitrage,” in 2016 Delaware’s General Assembly amended the state’s appraisal statute, Section 262 of the Delaware General Corporation Law. The amendment to Section 262(h) granted corporations the option to “prepay” appraisal claimants …